-----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, C8bTsd90Qc3qTlkbknQVrImqmDRtOJduxcIlg/gmc70Wijw0T4PyzxEZgr/uuxz0 9NvJpTrSiDrHP6SmKe9SdQ== 0000950124-98-004989.txt : 19980916 0000950124-98-004989.hdr.sgml : 19980916 ACCESSION NUMBER: 0000950124-98-004989 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980915 EFFECTIVENESS DATE: 19980915 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGMATRON INTERNATIONAL INC CENTRAL INDEX KEY: 0000915358 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 363918470 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63389 FILM NUMBER: 98709514 BUSINESS ADDRESS: STREET 1: 2201 LANDMEIER RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 7089568000 MAIL ADDRESS: STREET 1: 2201 LANDMEIER ROAD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on__________, 1998 Registration No. 333-_______ - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. ----------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------- SIGMATRON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 36-3918470 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2201 Landmeier Road, Elk Grove Village, IL 60007 (Address of Principal Executive Offices) (Zip Code) 1997 DIRECTORS' STOCK OPTION PLAN (Full title of the plans) Mr. Gary R. Fairhead Sigmatron International, Inc. 2201 Landmeier Rd. Elk Grove Village, IL 60007 (Name and address of agent for service) (847)956-8000 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------- Proposed Proposed Title of Amount maximum maximum Amount of securities to to be offering price aggregate registration be registered registered per share offering price fee - -------------------------------------------------------------------------------------------- Common Stock, $.01 par value 35,000 shares (a) $14.50 $507,500.00(b) $149.71(d) Common Stock, $.01 par value 70,000 shares (a) $ 4.625 $523,750.00(c) $ 95.51(d) Total Registration Fee: $245.22 - --------------------------------------------------------------------------------------------
(a) Represents the maximum number of shares which could be purchased upon exercise of all options granted under the 1997 Directors Stock Option Plan. (b) Represents the aggregate offering price for the options granted on September 19, 1997. (c) Estimated solely for purposes of calculating the registration fee and based on the average high and low prices of the Company's Common stock on September 10, 1998, as reported in the Nasdaq National Market System. (d) Registration Fee computed pursuant to Rule 457 (h)(1) 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in (a) through (c) below are incorporated by reference in this Registration Statement, and all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents: (a) The Company's annual report on Form 10-K for the year ended April 30, 1998. (b) The Company's quarterly report on Form 10-Q for the quarter ended July 31, 1998. (c) The description of the Company's Common Stock is contained in the Registration Statement on Form 8-A declared effective on January 21, 1994, File No. 0-23248, including any amendment or report filed for the purpose of updating such description. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares of Common Stock offered hereby will be passed upon by D'Ancona & Pflaum, Chicago, Illinois. Mr. Arthur Don, an Assistant Secretary of the registrant and a partner of D'Ancona & Pflaum, beneficially owns 400 shares of the registrant's Common Stock. Other partners at D'Ancona & Pflaum beneficially own additional shares of the registrant's Common Stock, which ownership is not material. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporate Law authorizes a corporation to indemnify its directors and officers (including reimbursement for expenses incurred). The Company's Bylaws provide for indemnification to the fullest extent permitted by the provisions of the Delaware statute. The Company maintains a directors' and officers' liability insurance policy that, subject to terms and conditions of the policy, insures the directors and officers of the registrant against losses up to $3,000,000 in the aggregate arising from any wrongful acts (as defined by the policy) in his or her capacity as a director or officer. The policy reimburses the Company for amounts which the Company lawfully indemnifies or is required or permitted by law to indemnify its directors and officers in excess of $100,000. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. CONSULTANTS AND ADVISORS Not Applicable ITEM 9. EXHIBITS. 4.1 Certificate of Incorporation, filed as Exhibit 3.1 to Company's Registration Statement on Form S-1, dated February 9, 1994, File No. 33-72100, and hereby incorporated by reference. 2 3 4.2 Bylaws of the Company, filed as Exhibit 3.2 to Company's Registration Statement on Form S-1, dated February 9, 1994, File No. 33-72100, and hereby incorporated by reference. 4.3 The 1997 Directors' Stock Option Plan, as amended May 1998. 5.1 Opinion of D'Ancona & Pflaum. 23.1 Consent of Ernst & Young. 23.2 Consent of D'Ancona & Pflaum (included in Exhibit 5.1). 24.1 Powers of Attorney (included herein). ITEM 10. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and 1(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Company hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the 3 4 matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Elk Grove Village, State of Illinois, on the 28th day of May, 1998. SIGMATRON INTERNATIONAL, INC. (Company) By: /s/ Gary R. Fairhead -------------------------------- Gary R. Fairhead, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing a Registration Statement on Form S-8 with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Gary R. Fairhead their true and lawful attorney-in-fact and agent, with full power and substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign such Registration Statement and any or all pre-effective and post-effective amendments to the Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all interests and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Franklin D. Sove Chairman of the Board May 28, 1998 - -------------------------- and Director (Franklin D. Sove) /s/ Gary R. Fairhead President, Chief May 28, 1998 - -------------------------- Executive Officer (Gary R. Fairhead) and Director /s/ Linda K. Blake Chief Financial Officer, May 28, 1998 - -------------------------- Treasurer and Secretary (Linda K. Blake) (Principal Financial Officer and Principal Accounting Officer) /s/ John P. Chen Director May 28, 1998 - -------------------------- (John P. Chen) 4 5 /s/ William C. Mitchell Director May 28, 1998 - -------------------------- (William C. Mitchell) /s/ D. S. Patel Director May 28, 1998 - -------------------------- (D. S. Patel) /s/ Thomas W. Rieck Director May 28, 1998 - -------------------------- (Thomas W. Rieck) /s/ Dilip S. Vyas Director May 28, 1998 - -------------------------- (Dilip S. Vyas) /s/ Steven A. Rothstein Director May 28, 1998 - -------------------------- (Steven A. Rothstein) 5 EX-4.3 2 DIRECTORS STOCK OPTION PLAN 1 Exhibit 4.3 SIGMATRON INTERNATIONAL, Inc. 1997 DIRECTORS' STOCK OPTION PLAN, as amended May 1998 1. PURPOSE: This Stock Option Plan ("the Plan") is intended to encourage stock ownership by Directors of SigmaTron International, Inc., a Delaware corporation (the "Company") so that they may acquire or increase their proprietary interest in the success of the Company, and to encourage them to remain as Directors of the Company. 2. ELIGIBILITY: The persons who shall be eligible to receive Options shall be Directors of the Company (the "Eligible Directors") who are not full-time employees of or consultants to the Company. 3. STOCK: Subject to the provisions of Section 9 (relating to the adjustment upon changes in stock), there will be reserved for issuance upon the exercise of Options to be granted from time to time under the Plan an aggregate of 105,000 shares of Common Stock, no par value, of the Company. In the event that any outstanding Option under the Plan for any reason expires or is canceled or terminated, the shares of stock allocable to the unexercised portion of such Option may again be subject to an Option under the Plan. 4. ADMINISTRATION: This Plan shall be administered by the Compensation Committee (the "Committee"), comprised solely of Non-Employee Directors as defined by Rule 16b-3(b)(3)(i) of the Securities Exchange Act of 1934 ("1934 Act"). The interpretation and construction by the Committee of any provisions of the Plan or of any Option granted under it shall be final unless otherwise determined by the Board of Directors. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it. 5. TERMS AND CONDITIONS OF OPTIONS: Stock Options granted pursuant to the plan shall be evidenced by agreements in such form as the Committee shall from time to time recommend and the Board of Directors shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions: (a) On each of the regular annual shareholders meetings for each of the years, 1997, 1998, and 1999 (each such date is hereafter the "Date of Grant"), each Eligible Director ("Grantee") shall receive an Option for 5,000 shares. (b) Each Option shall state the Option price which shall be 100% of the fair market value of the shares of Common Stock of the Company on the applicable Date of Grant. The fair market value for purposes of this paragraph 5(b) is defined as the last sales price on the day preceding the Date of Grant. (c) The Option price shall be paid in cash or by check upon the exercise of the Option, or in lieu thereof an Option holder may make payment in whole or in part by tendering to the Company shares of Common Stock of the Company valued at fair market value on such date of exercise. For purposes of this paragraph 5(c), fair market value is defined as the last sales price on the day preceding the exercise of the Option. Any Common Stock so tendered must be held by the Option holder for a period of at least six months prior to the tender. In addition, such exercise may include a cashless exercise if the options are tendered to a Broker in exchange for the number of shares equal to the aggregate difference between the strike price and the market price of the options so tendered. 6 2 (d) No stock acquired under this Plan may be disposed of within six months from the Date of Grant. If such stock were disposed of within six months of the Date of Grant, such disposition would not be exempt from the short swing profit rules of Section 16(b) of the Exchange Act. (e) The term of any Option shall be ten (10) years from the date it was granted. (f) In no event shall any Option be exercisable prior to the approval of this Plan by the holders of a majority of the shares of the Company's Common Stock present, or represented and entitled to vote, at its next annual shareholders' meeting duly held in accordance with the applicable laws of the State of Delaware. (g) Subject to the approval of the Board of Directors, the Committee shall have and retain the authority and discretion to permit this Option to be transferable as permitted under 17 C.F.R.ss.240.16b-3 and -5 as long as such transfers are made to one or more of the following: family members, including children of the Grantee, the spouse of the Grantee, or grandchildren of the Grantee, trusts for such family members or charities ("Transferees"), provided that such transfer is a bona fide gift and accordingly, the Grantee receives no consideration for the transfer, and that the Options transferred continue to be subject to the same terms and conditions that were applicable to the Options immediately prior to the transfer. Options are also subject to transfer by will or the laws of descent and distribution. Options shall not be otherwise transferred, assigned, pledged, hypothecated or disposed of in any way, whether by operation of law or otherwise. A Transferee may not subsequently transfer this Option. The designation of a beneficiary shall not constitute a transfer. (h) An Option shall terminate and shall not be exercisable if the person to whom it is granted ceases to be a Director of the Company, except that, subject to the limitation hereafter stated in this paragraph 5(h): (i) if his directorship is terminated by any reason other than his death or on account of any act of (a) fraud or intentional misrepresentation, or (b) embezzlement, misappropriation or conversion of assets or opportunities of the Company or any direct or indirect majority-owned subsidiary of the Company, he, or his successors or assigns, may at any time within three months after termination of his directorship exercise his Option but only to the extent that it was exercisable by him on the date of termination of his office, and (ii) if he dies while a Director of the Company, or within three months after termination of his office, his Option may be exercised by his successors or assigns at any time within 18 months following his death, but only to the extent that such Option was exercisable by him on the date of termination of his office. The limitation mentioned above is that an Option may not be exercised to any extent by anyone after the expiration of its term. Anything in this paragraph 5(h) to the contrary notwithstanding, an Option shall not terminate solely by reason of the fact that the person to whom it is granted ceases to be a Director of the Company if such person shall become or remain an officer of the Company as provided in the By-laws simultaneously with his ceasing to be a Director; and in such event the subsequent ceasing of such person to be an officer of the Company at a time when such person is not a Director of the Company shall have the same effect as if such person were then to have ceased to be a Director of the Company. The Company assumes no responsibility and is under no obligation to notify a Transferee of early termination of an Option on account of a Director's termination of office. (i) Neither a person to whom an Option is granted, nor his Transferee, legal representative, heir, legatee, or distributee shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such Option unless and until he has received a certificate or certificates therefor. Under no circumstances shall any certificate be issued within six months of the Date of Grant. Except as provided in Section 9 hereof, no adjustments will be made for dividends, whether ordinary or extraordinary, whether in cash, securities, or other property, for distributions for which the record date is prior to the date on which the Option is exercised. (j) The minimum number of shares with respect to which an Option may be exercised in part at any time is 100. 7 3 6. RESTRICTIONS ON SHARES: Prior to the issuance or delivery of any shares of the common stock under the Plan, the person exercising the Option may be required to: (a) represent and warrant that the shares of the common stock to be acquired upon exercise of the Option are being acquired for investment for the account of such person and not with a view to resale or other distribution thereof; (b) represent and warrant that such person will not, directly or indirectly, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any such shares unless the transfer, sale, assignment, pledge, hypothecation or other disposition of the shares is pursuant to effective registrations under the 1933 Act and any applicable state or foreign securities laws or pursuant to appropriate exemptions from any such registrations; and (c) execute such further documents as may be reasonably required by the Committee upon exercise of the Option or any part thereof, including but not limited any stock restriction agreement that the Committee may choose to require. The certificate or certificates representing the shares of the common stock to be issued or delivered upon exercise of an Option may bear a legend evidencing the foregoing and other legends required by any applicable securities laws. Furthermore, nothing herein or any Option granted hereunder will require the Company to issue any stock upon exercise of any Option if the issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act of 1933, as amended, the Illinois securities laws, or any other applicable rule or regulation then in effect and the Company shall have no liability for failure to issue shares upon any exercise of Options because of a delay pending the meeting of any such requirements. 7. USE OF PROCEEDS FROM STOCK: Cash proceeds from the sale of stock pursuant to Options granted under the Plan shall constitute general funds of the Company. 8. NO IMPLIED COVENANTS: Neither this Plan nor any action taken hereunder shall be construed as giving any Director any right to be retained in office. 9. ADJUSTMENT UPON CHANGES IN STOCK: If any change is made in the stock subject to the Plan, or subject to any Option granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, split-up, combination of shares, exchange of shares, change in corporate structure, or otherwise) appropriate adjustments shall be made by the Board of Directors as to the kind and maximum number of shares subject to the Plan, and the kind and number of shares and price per share of stock subject to outstanding Options. 10. Amendment of the Plan: The Board of Directors at any time, and from time to time, may amend the Plan, subject to the limitation, however, that, except as provided in Section 9 (relating to adjustments upon changes in stock), no amendment shall be made, except upon approval by vote of a majority of the outstanding shares of the Company, which will: (a) Increase the number of shares reserved for Options under the Plan; or (b) Reduce the Option price below 100% of fair market value at the time an Option is granted; or (c) Change the requirements for eligibility for participation under the Plan; 8 4 and provided further that the Plan shall not be amended more than once every six months, other than to comport with changes in applicable law. 11. TERMINATION OR SUSPENSION OF THE PLAN: The Board of Directors at any time may suspend or terminate the Plan. Unless previously terminated by the Board, this Plan shall terminate on and no further Options will be granted after the tenth (10th) anniversary of the Effective Date of the Plan, as described in Section 12 hereof. Rights and obligations under any Option granted while the Plan is in effect shall not be altered or impaired by suspension or termination of the Plan, except by consent of the person to whom the Option was granted. 12. EFFECTIVE DATE: This Plan shall become effective on the date it is adopted by the Company's board of directors, provided that the shareholders approve the Plan within twelve months thereafter. 13. MODIFICATION, EXTENSION AND RENEWAL: Subject to the conditions of, and within the limitations prescribed in, Section 10, hereof, the Committee may cancel, modify, extend or renew outstanding Options. Notwithstanding the foregoing, no modification will, without the prior written consent of the Grantee, alter, impair or waive any rights or obligations associated with any Option earlier granted under the Plan. Further, but subject to Section 9, the Committee may not change the number of shares of the Company's common stock issuable under the Plan or the class of employees who are eligible to participate in the Plan. 14. COMPLIANCE WITH OTHER LAWS AND REGULATIONS: The Plan, the Options granted hereunder and the obligation of the Company to sell and deliver stock under such Options, will be subject to all applicable federal and state laws, rules, regulations and to such approvals by any government or regulatory authority or investigative agency as may be required. 15. CORPORATE REORGANIZATIONS: Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to Options hereunder are changed into or exchanged for cash or property or securities not of the Company's issue, or upon a sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding, by another corporation or person, the Plan will terminate and all Options will lapse. The result described above will not occur if provision is made in writing in connection with such transaction for the continuance of the Plan and/or for the assumption of Options earlier granted, or the substitution for such Options of options covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event the Plan and Options theretofore granted will continue in the manner and under the terms so provided. 16. FINANCIAL ASSISTANCE: The Company may assist any Grantee in the payment of the purchase price payable on exercise of an Option, by lending the amount of such purchase price to such Grantee on such terms and at such rates of interest and upon such security (or unsecured) as is authorized by the Board. 17. GOVERNING LAW: All questions arising with respect to the provisions of the Plan will be determined by application of the Code and the laws of the state of Delaware except to the extent that Delaware laws are preempted by any federal law. 9 EX-5.1 3 OPINION 1 Exhibit 5.1 May 15, 1998 SigmaTron International, Inc. 2201 Landmeier Rd. Elk Grove Village, IL 60007 Ladies & Gentlemen: We have acted as counsel for SigmaTron International, Inc. (the "Company") in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offer and proposed sale of 105,000 shares of the Company's common stock, $.01 par value ("Common Stock"), under the terms of the 1997 Directors' Stock Option Plan and agreements described in the Registration Statement (the "Stock Option Plan"). In arriving at this opinion, we have examined the Company's Certificate of Incorporation, its Bylaws, the records of the corporate proceedings of the Company authorizing the issuance and sale of the shares of Common Stock covered by the Registration Statement, the Stock Option Plan and such other instruments and documents as we have deemed appropriate. Based upon the foregoing, we are of the opinion that all necessary corporate action for the authorization, reservation and issuance of the shares of Common Stock to be offered and sold by the Company pursuant to the Stock Option Plan has been taken; and that said shares of Common Stock are duly authorized, and upon delivery of same to the participants under the Stock Option Plan against payment therefor upon the terms set forth in the Stock Option Plan, said shares of Common Stock will be validly issued, fully paid and non-assessable shares of Common Stock of the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in such Registration Statement. Very truly yours, D'ANCONA & PFLAUM By: /s/ Arthur Don ------------------------------- Arthur Don, Partner AD/SC/TMB 10 EX-23.1 4 CONSENT OF ERNST & YOUNG 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the 1997 Directors' Stock Option Plan of our report dated June 20, 1997, with respect to the consolidated financial statements and schedule of SigmaTron International, Inc. included in its Annual Report (Form 10-K) for the year ended April 30, 1997, filed with the Securities and Exchange Commission. Chicago, Illinois Ernst & Young LLP June 15, 1998 11 -----END PRIVACY-ENHANCED MESSAGE-----