-----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, KJRA7zfG6TnPFZoJHh/XrJU3gfzFOtz9IQHwADI3SQxgoBsQikHCBySYbmcQWgM7 6n2DIVp8YaXYyFESC3FWsg== 0000899733-98-000081.txt : 19980508 0000899733-98-000081.hdr.sgml : 19980508 ACCESSION NUMBER: 0000899733-98-000081 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980507 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EFTC CORP/ CENTRAL INDEX KEY: 0000916797 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 840854616 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49123 FILM NUMBER: 98612013 BUSINESS ADDRESS: STREET 1: HORIZON TERRACE STREET 2: 9351 GRANT STREET SIXTH FL CITY: DENVER STATE: CO ZIP: 80229 BUSINESS PHONE: 3034518200 MAIL ADDRESS: STREET 1: HORIZON TERRACE STREET 2: 9351 GRANT STREET SIXTH FL CITY: DENVER STATE: CO ZIP: 80229 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC FAB TECHNOLOGY CORP DATE OF NAME CHANGE: 19940103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARSHALL RAYMOND CENTRAL INDEX KEY: 0001061231 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O PERSONAL ELECTRONICS STREET 2: 1 PERIMETER ROAD CITY: MANCHESTER STATE: NH ZIP: 03103 BUSINESS PHONE: 6036279556 SC 13D 1 MARSHALL, MONACO 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 EFTC CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 268443 10 8 (CUSIP Number) Robert Monaco RM Electronics, Inc. One Perimeter Road Manchester, NH 03103 Telephone: 603-627-9556 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 1998 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. CUSIP NO. 268443 10 8 13D Page 2 of 9 Pages 1 NAME OF REPORTING PERSON RAYMOND MARSHALL I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 900,000 BENEFICIALLY OWNED 8 SHARED VOTING POWER BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 900,000 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% 14 TYPE OF REPORTING PERSON IN CUSIP NO. 268443 10 8 13D Page 3 of 9 Pages 1 NAME OF REPORTING PERSON ROBERT MONACO I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 900,000 BENEFICIALLY OWNED 8 SHARED VOTING POWER BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 900,000 WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% 14 TYPE OF REPORTING PERSON IN CUSIP NO. 268443 10 8 13D Page 4 of 9 Pages ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the Common Stock, par value $.01 per share (the "Securities") of the following corporation (the "Issuer"): EFTC Corporation 9351 Grant Street, 6th floor Denver, CO 80229 ITEM 2. IDENTITY AND BACKGROUND. The name, residence address, and principal occupation of the Reporting Persons are: (c) Present Principal Occupation or Employment, Principal (a) Name (b) Residence Address Business Address Raymond Marshall 26 Deertrees Lane Vice President Newfields, NH 03856 RM Electronics, Inc. One Perimeter Road Manchester, NH 03103 Robert Monaco 27 Gifford Farm Road Vice President Stratham, NH 03885 RM Electronics, Inc. One Perimeter Road Manchester, NH 03103 (d) During the last five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Reporting Person has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Persons are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Securities of the Issuer specified as beneficially owned by each Reporting Person in Item 5 were received by such Reporting Person as consideration for such Reporting Person's ownership interest in RM Electronics, Inc., a New Hampshire corporation doing business as Personal Electronics ("PE"), a privately owned corporation that was acquired by the Issuer on March 31, 1998. Such acquisition was completed pursuant to the terms of an Agreement and Plan of Reorganization dated as of March 31, 1998 (the "Merger Agreement"), among the Issuer, RM Electronics Acquisition Corporation, and PE. All references herein to the Merger Agreement are qualified in their entirety by reference to the terms of the such agreement, which constitutes an exhibit to this statement on Schedule 13D and is incorporated herein by reference. Each Reporting Person was a principal shareholder of PE prior to its acquisition by the Issuer. CUSIP NO. 268443 10 8 13D Page 5 of 9 Pages ITEM 4. PURPOSE OF TRANSACTION. The purpose of the acquisition of the securities of the Issuer specified in Item 5 was to facilitate the sale of such Reporting Person's interest in PE to the Issuer as provided in the Merger Agreement. Except as set forth below, with respect to subitem (d) of Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in subitems (a), (b), (c) or (e) through (j) of Item 4. (d) Pursuant to the terms of the Merger Agreement, Raymond Marshall and Robert Monaco were jointly entitled to designate one person for election to the board of directors of the Issuer prior to the Issuer's 1998 Annual Meeting. Robert Monaco was appointed to serve in such capacity and has been nominated for election to the Issuer's Board of Directors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) In the aggregate, the Reporting Persons own 1,800,000 shares of the Securities, or 13.2% of the aggregate number of the Securities outstanding, which are directly owned by the Reporting Persons as follows: Raymond Marshall directly owns 900,000 shares, or 6.6%; and Robert Monaco directly owns 900,000 shares, or 6.6%. Each of the Reporting Persons expressly disclaims beneficial ownership of the Securities directly held by each other Reporting Person. (b) Except as set forth herein, each Reporting Person has sole power to vote and to direct the voting of, and sole power to dispose, or direct the disposition of, the Securities indicated as directly owned by such Reporting Person in Item 5(a). (c) Each Reporting Person has only effected one transaction in the Securities in the past 60 days, being the acquisition of the Securities specified in Item 5(a) at the time of the consummation of the acquisition of PE by the Issuer. The Reporting Persons each received the aggregate number of Securities set forth in Item 5(a) in exchange for all of the Reporting Person's shares of common stock of PE. The acquisition of PE and the issuance of the Securities specified in Item 5 were effected in a private transaction consisting of a merger of PE with a wholly owned subsidiary of the Issuer, with PE being the surviving corporation (the "Merger"). The capital stock of PE outstanding prior to the Merger was converted into the right to receive the Securities specified in Item 5(a). (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In order to effect the Merger, the Issuer and the Reporting Persons entered into the Merger Agreement, as described in response to Items 3, 4 and 5, which are incorporated herein by reference. In connection with the Merger Agreement and the transactions contemplated thereby, the Issuer agreed to provide to the Reporting Persons certain rights to participate in the registration of resales of all or part of the Securities held by them under the Securities Act of 1933. CUSIP NO. 268443 10 8 13D Page 6 of 9 Pages The terms of such rights are set forth in a Registration Rights Agreement, dated as of March 31, 1998 (the "Registration Rights Agreement"), among the Issuer and each of the Reporting Persons. Each reference herein to the Registration Rights Agreement is qualified in its entirety to the terms of such agreement, which constitutes an exhibit to this statement on Schedule 13D and is incorporated herein by reference. Pursuant to the Registration Rights Agreement, subject to certain terms and conditions, the Issuer agreed to register the resale of up to 600,000 shares of the Issuer's common stock issued pursuant to the Merger Agreement. The Issuer agreed to cause such registration to be made by means of a shelf registration under the Securities Act of 1933, as amended (the "Securities Act") on Form S-3, which the Issuer agreed to file not later than June 29, 1998. The Issuer is obligated to use reasonable efforts to cause such registration statement to become effective not later than August 15, 1998. The Registration Rights Agreement also provides certain "piggyback" registration rights, subject to certain terms and conditions, entitling the Reporting Persons to include all or part of their shares of the Issuer's common stock in other registration statements under the Securities Act that the Issuer may file in the future. Except as provided in Item 2, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any Securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits are filed herewith or incorporated by reference: 1 Agreement and Plan of Reorganization, dated as of March 31, 1998, by and among EFTC Corporation, RM Electronics Acquisition Corporation, and RM Electronics, Inc. (Incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K, dated April 15, 1998, Commission File No. 0-23332.) 2 Registration Rights Agreement, dated as of March 31, 1998, by and among the Issuer, Raymond Marshall and Roberto Monaco. (Incorporated by reference to Exhibit 2.2 to the Issuer's Current Report on Form 8-K, dated April 15, 1998, Commission File No. 0-23332.) 3. Joint Filing Agreement, dated as of May 6, 1998, by and between Raymond Marshall and Roberto Monaco. CUSIP NO. 268443 10 8 13D Page 7 of 9 Pages SIGNATURES 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. Dated: May 6, 1998 /S/ Raymond Marshall Raymond Marshall /S/ Robert Monaco Robert Monaco
Exhibit Index Exhibit Description Page 1 Agreement and Plan of Reorganization, dated as of March 31, 1998, by and among EFTC Corporation, RM Electronics Acquisition Corporation, and RM Electronics, Inc. (Incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K, dated April 15, 1998, Commission File No. 0-23332.) 2 Registration Rights Agreement, dated as of March 31, 1998, by and among the Issuer, Raymond Marshall and Robert Monaco. (Incorporated by reference to Exhibit 2.2 to the Issuer's Current Report on Form 8-K, dated April 15, 1998, Commission File No. 0-23332.) 3 Joint Filing Agreement, dated as of May 6, 1998, by and between 9 Raymond Marshall and Robert Monaco.
EX-3 2 JOINT FILING AGREEMENT EXHIBIT 3 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D dated May 6, 1998, with respect to the Common Stock of EFTC Corporation is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have each executed this Joint Filing Agreement as of May 6, 1998. /S/ Raymond Marshall Raymond Marshall /S/ Robert Monaco Robert Monaco -----END PRIVACY-ENHANCED MESSAGE-----