-----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, LY0dpv5PxBpHHmWnZNzJpAwY2JXnuRKxLna9xFMNsD6dFPRImHs3cqTv2t7SQ5to OCM9HvS7JZG9FzpH8lofhw== 0000916797-97-000006.txt : 19970310 0000916797-97-000006.hdr.sgml : 19970310 ACCESSION NUMBER: 0000916797-97-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970307 SROS: NASD GROUP MEMBERS: CHARLES E. HEWITSON GROUP MEMBERS: GREGORY C. HEWITSON GROUP MEMBERS: HEWITSON CHARLES GROUP MEMBERS: MATTHEW J. HEWITSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC FAB TECHNOLOGY 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: 1934 Act SEC FILE NUMBER: 005-49123 FILM NUMBER: 97552435 BUSINESS ADDRESS: STREET 1: 7251 WEST 4TH ST CITY: GREELEY STATE: CO ZIP: 80634-9763 BUSINESS PHONE: 3033533100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEWITSON CHARLES CENTRAL INDEX KEY: 0001035025 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2513 NE 136TH STREET CITY: VANCOUVER STATE: WA ZIP: 98686 BUSINESS PHONE: 3605761853 MAIL ADDRESS: STREET 1: 2513 NE 136TH STREET CITY: VANCOUVER STATE: WA ZIP: 98686 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________ SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ELECTRONIC FAB TECHNOLOGY CORP. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 28570P 10 5 (CUSIP Number) Robert Stout, Esq. Hershner, Hunter, Andrews, Neill & Smith LLP 180 East 11th Avenue Eugene OR 97440 (541) 686-8511 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 24, 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 / /. 1 NAME OF REPORTING PERSON CHARLES E. HEWITSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ____________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 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 NUMBER OF 7 SOLE VOTING POWER SHARES 660,000 BENEFICIALLY OWNED 8 SHARED VOTING POWER BY - 0 - EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 660,000 WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 660,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.14% 14 TYPE OF REPORTING PERSON IN 1 NAME OF REPORTING PERSON MATTHEW J. HEWITSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 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 NUMBER OF 7 SOLE VOTING POWER SHARES 660,000 BENEFICIALLY OWNED 8 SHARED VOTING POWER BY - 0 - EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 660,000 WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 660,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.14% 14 TYPE OF REPORTING PERSON IN 1 NAME OF REPORTING PERSON GREGORY C. HEWITSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 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 NUMBER OF 7 SOLE VOTING POWER SHARES 660,000 BENEFICIALLY OWNED 8 SHARED VOTING POWER BY - 0 - EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 660,000 WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 660,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.14% 14 TYPE OF REPORTING PERSON IN ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Schedule 13D relates is Common Stock, par value $.01 (the "Securities"), of Electronic Fab Technology Corp. (the "Issuer"), whose principal executive offices are located at 7251 West 4th Street, Greeley, Colorado 80634. The Issuer is engaged primarily in the provision of high-mix electronic manufacturing services to original equipment manufacturers in the medical, instrumentation, storage, and communications industries. ITEM 2. IDENTITY AND BACKGROUND. (a) The names of the persons filing this statement on Schedule 13D (collectively, the "Reporting Persons") are Charles E. Hewitson, Matthew J. Hewitson and Gregory C. Hewitson. (b) The residence addresses of the Reporting Persons are: Charles E. Hewitson 2513 NE 136th Street Vancouver, WA 98686 Matthew J. Hewitson 13801 SE 35th Street Vancouver, WA 98683 Gregory C. Hewitson 15905 SW Oswego Shore Ct. Lake Oswego, OR 97034 (c) The present principal occupation of each of the Reporting Persons is to act as consultant to EFTC and its subsidiaries including CEI. (d) The Reporting Persons have not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Persons have not, during the past five years, been parties to any civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which any 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) Each of the Reporting Persons is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Securities of the Issuer specified as beneficially owned by each Reporting Persons in Item 5 were received by such Reporting Person as partial consideration for such Reporting Person's ownership interest in Current Electronics, Inc. ("CEI"), a privately-owned corporation that was acquired by the Issuer on February 4, 1997. Such acquisition was completed pursuant to the terms of an Agreement and Plan of Merger, dated as of January 15, 1997 (the "Merger Agreement"), among the Issuer and each of the Reporting Persons. 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 CEI prior to its acquisition by the Issuer. 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 CEI to the Issuer as provided in the Merger Agreement. (d) Pursuant to the terms of the Merger Agreement, at the time of the consummation of the acquisition of CEI by the Issuer, the number of directors on the Issuer's Board of Directors was enlarged by three and each of the Reporting Persons became a director of the Issuer. None of the Reporting Persons has any other 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. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) In the aggregate, the Reporting Persons own 1,980,000 shares of the Securities, or 33.4% of the aggregate number of the Securities outstanding, which are directly owned by the Reporting Persons as follows: Charles Hewitson directly owns 660,000 shares, or 11.14%, Matthew Hewitson directly owns 660,000 shares, or 11.14%, and Gregory Hewitson directly owns 660,000 shares, or 11.14%. Each of the Reporting Persons expressly disclaims beneficial ownership of the Securities held by each other Reporting Person. (b) 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 CEI by the Issuer. The Reporting Persons each received $836,102.67 and 660,000 shares of the Securities in exchange for such Reporting Person's 9,416 shares of common stock of CEI. The acquisition of CEI and the issuance of the Securities specified in Item 5 were effected in a private transaction consisting of a merger of CEI with and into a wholly-owned subsidiary of the Issuer, with such subsidiary being the surviving corporation (the "Merger"). The capital stock of CEI prior to the Merger was converted into the right to receive cash and, in the case of the Reporting Persons, the Securities specified in Item 5(a). The closing of the Merger and the issuance of the Securities specified in Item 5(a) occurred at the offices of the Issuer's counsel, Holme, Roberts & Owen LLP, 1700 Lincoln Street, Denver, Colorado. (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 cause, or to participate in, the registration of resales of all or part of the Securities held by them under the Securities Act of 1933. The terms of such rights are set forth in a Registration Rights Agreement, dated as of February 24, 1997 (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. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits are filed herewith or incorporated by reference: 1 Agreement and Plan of Merger among Electronic Fab Technology Corp., Current Merger Corp., and Current Electronic, Inc., dated as of January 15, 1997. 2 Registration Rights Agreement, dated February 24, 1997, among the Company, Charles E. Hewitson, Matthew J. Hewitson, and Gregory Hewitson and certain parties. 3 Joint Filing Agreement, dated March 5, 1997, among Charles E. Hewitson, Matthew J. Hewitson and Gregory C. Hewitson. 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: March 6, 1997. /s/ Charles E. Hewitson Charles E. Hewitson /s/ Matthew J. Hewitson Matthew J. Hewitson /s/ Gregory C. Hewitson Gregory C. Hewitson Exhibit Index Exhibit Description Page 1* Agreement and Plan of Merger among Electronic Fab Technology Corp., Current Merger Corp., and Current Electronic, Inc., dated as of January 15, 1997. 2* Registration Rights Agreement, dated February 24, 1997, among the Company, Charles E. Hewitson, Matthew J. Hewitson, and Gregory Hewitson and certain parties. 3 Joint Filing Agreement, dated March 5, 1997, among Charles E. Hewitson, Matthew J. Hewitson and Gregory C. Hewitson. 1 _____________________________ * Incorporated by reference from the Registrant's Current Report on Form 8-K, Commission File Number 0-23332, filed on March 5, 1997 with respect to events of February 27, 1997. EXHIBIT 3 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D dated March 6, 1997, with respect to the Common Stock of Electronic Fab Technologies Corp. 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(f) 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 March 5, 1997. /s/ Charles Hewitson Charles Hewitson /s/ Matthew Hewitson Matthew Hewitson /s/ Gregory Hewitson Gregory Hewitson -1- -----END PRIVACY-ENHANCED MESSAGE-----