SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

SMTEK International, Inc.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)

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[Company Logo]

SMTEK INTERNATIONAL, INC.
2151 Anchor Court
Thousand Oaks, California 91320
(805) 376-2595

October 25, 2001

Dear SMTEK International, Inc. Stockholder:

You are cordially invited to attend the 2001 Annual Meeting of
Stockholders of SMTEK International, Inc., a Delaware corporation ("we," "us,"
or "our") to be held at our offices located at 2151 Anchor Court, Thousand
Oaks, California 91320, on Thursday, November 15, 2001, at 9:00 a.m., local
time.

The attached Notice of Annual Meeting and Proxy Statement fully describes
the formal business to be transacted at the Meeting, which includes the
election of two of our directors. Our directors and officers will be present
to host the Meeting and to respond to any questions from our stockholders.

Our Board of Directors believes that a favorable vote for the matters
described in the attached Notice of Annual Meeting and Proxy Statement is in
our best interests, and our stockholders' best interests, and unanimously
recommends a vote "FOR" such matters. Accordingly, we urge you to carefully
review the accompanying materials.

Whether or not you plan to attend the Meeting, please promptly complete,
sign, date and mail the enclosed proxy card. Sending in the proxy card will
not limit your right to revoke your proxy at a later time or attend the
Meeting and vote in person.

Our directors, officers and employees look forward to seeing you at the
meeting.

Sincerely,

/s/ Gregory L. Horton
--------------------------
Gregory L. Horton
President and Chief Executive Officer

IF YOU PLAN TO ATTEND THE ANNUAL STOCKHOLDERS MEETING IN
PERSON, PLEASE RSVP BY CALLING SMTEK TOLL-FREE AT 1-877-376-2595.

[Company Logo]

SMTEK INTERNATIONAL, INC.
2151 Anchor Court
Thousand Oaks, California 91320
(805) 376-2595

NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 15, 2001

NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders of
SMTEK International, Inc., a Delaware corporation ("we," "us," or "our") will
be held at our offices located at 2151 Anchor Court, Thousand Oaks, California
91320, at 9:00 a.m. local time on Thursday, November 15, 2001, to consider and
vote on the following matters:

1. To elect two Class III Directors to serve for a term of three years,
or until their successors are duly elected and qualified;

2. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

Information concerning these matters, including the names of the nominees
for the Board of Directors, is more fully set forth in the attached proxy
statement, which is a part of this notice.

The Board of Directors has fixed October 25, 2001 as the record date for
the Meeting, and only stockholders of record at the close of business on that
date are entitled to receive notice of and vote at the Meeting or at any
adjournment thereof. The list of stockholders of record on October 25, 2001
will be available for inspection for the ten (10) days preceding the Meeting
at our offices at 2151 Anchor Court, Thousand Oaks, CA 91320, (805) 376-2595,
extension 187.

Please fill in, date, and sign the enclosed form of proxy and mail it to
us regardless of whether you expect to attend the Meeting in person. The
prompt return of your proxy in the enclosed envelope will save expenses
involved in further communication. Your proxy is revocable and will not
affect your right to vote in person in the event you attend the Meeting. The
proxy may be revoked prior to or at the Meeting by notifying the Secretary of
your revocation in writing prior to the voting of the proxy. Our Annual
Report for the fiscal year ended June 30, 2001, including financial
statements, is being mailed to stockholders with this notice.

By Order of the Board of Directors,

/s/ Mitchell J. Freedman
-----------------------------
Mitchell J. Freedman
General Counsel and Secretary

Thousand Oaks, California
October 25, 2001

SMTEK INTERNATIONAL, INC.
2151 Anchor Court
Thousand Oaks, California 91320
(805) 376-2595

PROXY STATEMENT
----------------
2001 ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 15, 2001
----------------
INTRODUCTION

This Proxy Statement and accompanying form of proxy are being furnished
to stockholders of SMTEK International, Inc., a Delaware corporation ("we,"
"us," or "our,") in connection with the solicitation by our Board of Directors
of proxies to be voted at the Annual Meeting of Stockholders to be held at
9:00 a.m. local time on Thursday, November 15, 2001 at our offices located at
2151 Anchor Court, Thousand Oaks, California 91320, or at any adjournment
thereof.

If a proxy in the accompanying form is duly executed and returned, the
shares represented by the proxy will be voted at the Meeting in the manner
described herein and in accordance with the specification in the proxy. In
the event no specification is made, the proxy will be voted FOR the election
of the Director nominees named herein and in the discretion of the proxy
holders on such other business as may properly come before the Meeting. Our
Board of Directors currently knows of no other business that will be presented
for consideration at the Meeting. Any person executing a proxy may revoke it
at any time prior to its exercise by filing with our Corporate Secretary a
written revocation of the proxy or a duly executed proxy bearing a later date.
You may revoke your proxy at the Meeting by notifying the Secretary of such
revocation in writing prior to the voting of the proxy.

As of the close of business on October 25, 2001, we had outstanding
2,284,093 shares of our common stock, par value $0.01 per share. Each
stockholder is entitled to one vote on each proposal for each share held on
the record date of October 25, 2001. A majority of the shares of common stock
issued and outstanding constitutes a quorum. Abstentions and broker non-votes
are counted for the purpose of determining the presence or absence of a quorum
for the transaction of business. Abstentions are counted in tabulations of
the votes cast on proposals presented to stockholders, whereas broker non-
votes are not counted for the purpose of determining whether a proposal has
been approved. Under the laws of the State of Delaware and the provisions of
our Certificate of Incorporation, all stockholders are entitled to cumulate
their votes in the election of directors. A stockholder may cumulate votes by
casting for the election of one nominee a number of votes equal to the number
of directors to be elected multiplied by the number of shares owned by the
stockholder, or may distribute such votes on the same principle among as many
candidates as the stockholder sees fit. If a proxy is marked for the election
of directors, it may, at the discretion of the proxy holders, be voted
cumulatively in the election of directors. Under the Delaware General
Corporation Law and our Certificate of Incorporation, if a quorum is present
at the Meeting, the nominees for election as directors who receive the
greatest number of votes cast for election of directors at the Meeting by
shares present in person or by proxy and entitled to vote thereon shall be
elected as directors.

For purposes of electing the director nominees, because directors are
elected by a plurality, abstentions and broker non-votes will be excluded from
the vote and will have no effect on the election of directors.

We will pay for the cost of preparing, assembling, printing and mailing
this proxy statement and accompanying form of proxy, and the cost of
soliciting proxies relating to the Meeting. We may request banks and brokers
to solicit their customers who beneficially own common stock listed of record
in names of nominees, and will reimburse such banks and brokers for their
reasonable out-of-pocket expenses for such solicitations. The solicitation of
proxies by mail may be supplemented by telephone, facsimile and personal
solicitation by our officers, directors and regular employees, but no
additional compensation will be paid to such individuals.

ELECTION OF DIRECTORS

Our Certificate of Incorporation provides that the Board of Directors
shall be divided into three classes, designated as Class I, Class II and Class
III. Under our bylaws, the Board of Directors currently consists of one Class
I director, one Class II director, and two Class III directors. There are
five director seats, although one Class II director seat is currently vacant.
Bruce E. Kanter, a Class II director, resigned his position as a member of the
Board of Directors on June 6, 2001. No director has been appointed to fill
that vacancy.

The term of office of the Class III directors expires at the Meeting.
Accordingly, at the Meeting, stockholders will be asked to elect two Class III
directors to serve for a term of three years, or until their successors are
duly elected and qualified. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF THE DIRECTOR NOMINEES.

A brief biography of the nominees for election as director, and of each
other director whose term continues after the Meeting, is presented below.

YEAR FIRST
ELECTED OR
APPOINTED
AS A
NAME PRINCIPAL OCCUPATION AGE DIRECTOR
------------------ --------------------------------------- --- ----------

NOMINEES FOR ELECTION AS CLASS III DIRECTORS WITH TERMS EXPIRING IN 2004:

Clay M. Biddinger CEO, CMB Capital, LLC 46 2000

Oscar B. Marx, III President and CEO, TMW Enterprises Inc. 62 1998

CLASS I DIRECTOR TO CONTINUE IN OFFICE UNTIL THE ANNUAL MEETING FOR THE YEAR ENDING
JUNE 30, 2002:

James P. Burgess Vice President, Trilogy Marketing Inc. 70 1998

CLASS II DIRECTORS TO CONTINUE IN OFFICE UNTIL THE ANNUAL MEETING FOR THE YEAR ENDING
JUNE 30, 2003:

Gregory L. Horton Chief Executive Officer, President and 45 1996
Chairman of the Board of Directors,
SMTEK International, Inc.

MR. BIDDINGER was appointed as one of our directors on August 23, 2000.
Mr. Biddinger currently serves as the CEO of CMB Capital, LLC, a private
equity company, which provides leasing and asset management services to small
and mid-sized technology businesses, since March 1999. From 1981 to 1998, Mr.
Biddinger served as CEO of Sun Financial Group, Inc., an equipment leasing
company that he founded and which became a subsidiary of GATX Capital
Corporation in 1995. Mr. Biddinger is a director of Florida Banks Inc., a
Nasdaq-listed company ("FLBK").

MR. BURGESS served as Vice President of Trilogy Marketing, Inc., a
manufacturers' representative for electronics products companies, from 1996
through 1999. From 1995 to 1996, Mr. Burgess served as Vice President of
Alcoa Fujikura Limited, a supplier of electrical products to the automotive
industry. Mr. Burgess served as Vice President of Electro-Wire Products,
Inc., an electrical distribution company, from 1985 to 1995, prior to the
acquisition of that company by Alcoa Fujikura Limited.

MR. HORTON has served as our President and Chief Executive Officer since
January 1996. He was appointed a director in February 1996, and was appointed
Chairman of the Board in July 1996. Since 1986, he has served as the
President of SMTEK, Inc., which became a subsidiary of ours in January 1996.

MR. MARX has served as the President and CEO of TMW Enterprises Inc., a
private equity investment company, since 1995, and as Chairman of Pullman
Industries, a privately held metal-forming company, since 1996. Mr. Marx
served as President and CEO of Electro-Wire Products, Inc., an electrical
distribution company, from 1994 to 1995, and as Vice President - Automotive
Components Group of Ford Motor Company from 1989 to 1994. Mr. Marx is a
director of two Nasdaq-listed companies, Parametric Technology Corporation
("PMTC") and Amerigon Inc. ("ARGN"), Tesma International (an automotive parts
company listed on the Toronto Stock Exchange) and Ecoair Company (a privately
held technology development company).

None of our executive officers or directors is related either by blood or
marriage. In June 1997, we agreed to provide Mr. Thomas M. Wheeler, our
largest stockholder, with the right to nominate individuals to fill two seats
on the Board. The Board members who are considered nominated pursuant to
this understanding are Messrs. Burgess and Marx. Mr. Marx is also employed as
the Chief Executive Officer of TMW Enterprises, Inc., an entity owned, in
whole or in part, by Mr. Wheeler. See also "Certain Relationships and
Transactions." Aside from the understanding between Mr. Wheeler and us
regarding his two nominees, there are no arrangements or understandings
between the listed individuals and any other person pursuant to which those
individuals were selected as an officer or director.

BOARD MEETINGS AND COMMITTEES

The Board of Directors held six meetings during the fiscal year ended
June 30, 2001. We have standing audit and compensation committees of the
Board. All of the directors attended more than 75% of the Board meetings and
meetings of Committees of which they are members.

The Audit Committee consists of Messrs. Burgess, Biddinger and Marx. The
Chairman of the Audit Committee is Mr. Burgess. The principal functions of
the Audit Committee are to review with the independent auditors and management
the results of the annual financial statement audit, and to review the status
of internal accounting controls. The Audit Committee reports to the Board of
Directors regarding the appointment of our independent public accountants, the
scope and fees of the prospective annual audit and the results of the audit,
compliance with our accounting and financial policies and management's
procedures and policies relative to the adequacy of our system of internal
accounting controls.

The Audit Committee held four meetings during the fiscal year ended
June 30, 2001. The Board of Directors adopted a written Audit Committee
Charter on May 16, 2000, and amended it on October 1, 2001. A copy of our
Audit Committee Charter is attached as Exhibit "A" to this proxy statement.
The report of the Audit Committee begins on page 7.

The Compensation Committee consists of Messrs. Biddinger and Marx. The
Chairman of the Compensation Committee is Mr. Marx. The Compensation
Committee establishes the levels of compensation of the directors and senior
management and also administers our option and incentive plans (except the
Amended and Restated 1998 Non-Employee Directors Stock Option Plan). The
Compensation Committee held two meetings during the fiscal year ended
June 30, 2001. The report of the Compensation Committee begins on page 8.

DIRECTOR COMPENSATION

Pursuant to the Amended and Restated 1998 Non-Employee Directors Stock
Plan (the "Directors Plan"), on July 1 of every year, each non-employee
director is automatically entitled to receive an annual grant of our common
stock or stock options with a fair value of $12,000. In addition, each non-
employee director will be awarded 5,000 stock options upon initial election or
re-election to the Board of Directors.

The Directors Plan also provides for compensation to non-employee
directors of $1,000 for each meeting of the board attended in person or by
telephone and $500 for each meeting of board committees attended in person or
by telephone (if such committee meetings are not held on the same day as
meetings of the board). All such compensation is payable in the form of
common stock or stock options. Directors are reimbursed for their travel and
other related expenses.

Annually, each non-employee director makes an election to receive
director compensation in the form of common stock or stock options. For
purposes of determining the number of securities issued as compensation to
non-employee directors, the fair value of our common stock is equal to the
fair market value of common stock on the grant date, and the fair value of
stock options is determined using the Black-Scholes pricing model using data
and assumptions as of the grant date. The exercise price of all stock options
is equal to the fair market value of the common stock at the date of grant.
Under the terms of the Directors Plan, each option granted is fully
exercisable upon the grant date. Each option grant has a ten-year term.
During fiscal year 2001, 4,327 shares of common stock were issued to non-
employee directors and 43,341 stock options were granted to non-employee
directors at option prices ranging from $3.75 to $8.20 a share, with a
weighted average exercise price of $4.88 per share.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934, as amended,
our directors and executive officers and persons who own more than 10% of our
common stock ("statutory insiders") are required to file reports with the
Securities & Exchange Commission of their ownership of our common stock on
Form 3 and any subsequent changes in that ownership on Form 4 or Form 5.

To our knowledge, based solely upon our review of the copies of such
reports required to be furnished to us during or with respect to the fiscal
year ended June 30, 2001, we believe that all Section 16(a) filing
requirements applicable to our statutory insiders during or for such fiscal
year were satisfied.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION TABLE

The following table sets forth the cash compensation paid or accrued by
us, as well as certain other compensation, for our fiscal years ended
June 30, 2001, 2000 and 1999, to each of our executive officers named below in
the chart ("named executive officers"), whose compensation exceeded $100,000
for the fiscal year ended June 30, 2001:

Long-Term
Annual Compensation Compensation All Other
Name and ----------------------- Awards: Stock Compensation
Principal Positions Age Year Salary Bonus Options (#) ($) (A)
--------------------- --- ---- -------- ------------ ------------- ------------

Gregory L. Horton 45 2001 $237,500 $250,000 40,000 $12,000
Chairman, President 2000 204,000 136,000 15,000 43,200
and CEO 1999 150,000 85,000 25,000 (B) 400

Kirk A. Waldron (C) 38 2001 $ 25,300 -- 20,000 --
VP Finance & Admin., 2000 -- -- -- --
CFO and Treasurer 1999 -- -- -- --

George R. Weatherford (E) 61 2001 $135,000 $ 60,000 25,000 $ 1,700
Chief Operating 2000 122,000 156,000 (F) 10,000 600
Officer 1999 93,000 17,000 14,864 (B) 300

Mitchell J. Freedman (G) 44 2001 $105,000 $ 28,000 5,000 $ 500
General Counsel & 2000 12,100 -- 10,000 --
Secretary 1999 -- -- -- --

Richard K. Vitelle (D) 48 2001 $134,200 $ -- -- $ 1,600
VP Finance & Admin., 2000 129,000 60,000 3,000 900
CFO and Treasurer 1999 125,000 10,000 19,250 (B) 3,100

--------------------

(A) Amounts, in the aggregate for all years presented, consist, where
applicable, of 401(k) plan employer contributions allocated to the named
executive officers' accounts ($8,800), term life insurance premiums paid
by us for the benefit of the named executive officers ($20,400), and cash
payments in lieu of time off for earned vacation ($35,100).

(B) Consists of options re-priced in fiscal 1999 that had originally been
issued in years prior to fiscal 1999.

(C) Mr. Waldron was appointed Vice President of Finance & Administration and
Chief Financial Officer in May 2001. Mr. Waldron's reported salary
represents his salary from his hiring in April 2001 to fiscal year end.

(D) Mr. Vitelle resigned in April 2001.

(E) Mr. Weatherford was appointed Chief Operating Officer in January 2001.
Prior to that, Mr. Weatherford was appointed as Corporate Vice President
of Operations in August 1998. His reported compensation in fiscal year
1999 represents his salary from his appointment to fiscal year end.

(F) Includes a special incentive payment of $150,000 in connection with the
divestiture on November 12, 1999 of Irlandus Circuits Ltd., one of our
former European operating units.

(G) Mr. Freedman was appointed General Counsel and Secretary in May 2000.
Mr. Freedman's reported salary for fiscal year 2000 represents his salary
from his appointment to fiscal year end.

MR. HORTON'S biographical information appears earlier under the heading
"Proposal One - Election of Directors."

MR. WALDRON joined us in April 2001 and was appointed Vice President of
Finance and Administration, Chief Financial Officer and Treasurer in May 2001.
Mr. Waldron was a Director, President and Chief Executive Officer of AML
Communications, Inc. ("AML") from February 1999 until February 2001 and,
before that, served as AML's Chief Financial Officer from 1996 through
February 1999. From 1994 to 1996, Mr. Waldron was Chief Financial Officer at
Dynamotion/ATI Corp. Mr. Waldron is a Certified Public Accountant and holds a
B.S. in Business Administration from the University of Southern California.

MR. WEATHERFORD has served as our Chief Operating Officer since January
2001. Before that, he held the position of Corporate Vice President of
Operations from August 1998 through December 2000. From March 1997 until
August 1998, he served as Managing Director of Irlandus Circuits Ltd., our
former printed circuit board fabrication subsidiary located in Northern
Ireland. From February 1994 to March 1997, Mr. Weatherford managed his
personal real estate investments. Prior to February 1994, Mr. Weatherford had
over 20 years experience in general management positions with various
companies within the U.S. printed circuit board industry.

MR. FREEDMAN has been General Counsel and Corporate Secretary since May
2000. Before that, he was corporate counsel with View Tech, Inc. (now known as
Wire One Technologies, Inc.) from January 1999 through May 2000. From June
1997 through September 1998, he was corporate counsel with TravelMax
International, Inc. From 1982 through 1997, Mr. Freedman was a trial attorney
representing businesses in product liability and insurance litigation, business
and real estate litigation and employment litigation.

OPTION GRANTS IN FISCAL YEAR ENDED JUNE 30, 2001

The following table sets forth information concerning options granted to
each of the named executive officers during fiscal 2001:

Potential
Realizable Value
at Assumed Annual
Number of % of Total Rates of Stock
Securities Options Exercise Price Appreciation
Underlying Granted to or Base for Option Term (A)
Options Employees in Price Expiration -------------------
Name Granted Fiscal Year ($/sh) Date 5% 10%
--------------------- ---------- ------------ -------- ---------- -------- --------

Gregory L. Horton 40,000 16.0% $4.56 2/ 7/11 $114,700 $290,700
Kirk A. Waldron 20,000 8.0% $5.80 5/ 9/11 $ 73,000 $184,900
George R. Weatherford 25,000 10.0% $4.56 2/ 7/11 $ 71,700 $181,700
Mitchell J. Freedman 5,000 2.0% $4.56 2/ 7/11 $ 14,300 $ 36,300

(A) The chart assumes a market price of $7.75 for our common stock, the
closing price for the common stock in the Nasdaq Small Cap Market, as of
June 30, 2001, as the assumed market price for the common stock with
respect to determining the "potential realizable value" of the shares of
common stock underlying the options described in the chart, as reduced by
any lesser exercise price for such options. Further, the chart assumes
the annual compounding of such assumed market price over the relevant
periods, without giving effect to commissions or other costs or expenses
relating to potential sales of such securities. These values are not
intended to forecast the possible future appreciation, if any, price or
value of our common stock.

AGGREGATED OPTION EXERCISES IN FISCAL 2001 AND FISCAL YEAR-END OPTION VALUES

The following table sets forth information concerning options held by
each of the named executive officers as of June 30, 2001.

Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Shares Value Options at FY-End Options at FY-End
Acquired on Realized (#) Exercisable / ($) Exercisable /
Name Exercise (#) ($) Unexercisable (A) Unexercisable (B)
--------------------- ------------ -------- ----------------- ------------------

Gregory L. Horton -- -- 28,750 / 51,250 $14,513 / $171,138
Kirk A. Waldron -- -- -- / 20,000 -- / 39,000
George R. Weatherford -- -- 12,364 / 37,500 9,675 / 108,775
Mitchell J. Freedman -- -- 2,500 / 12,500 10,625 / 47,825

--------------------

(A) All options listed in the table are exercisable at option prices equal
to fair market value on the date of grant.

(B) The value of unexercised in-the-money options is based upon the fair
market value for our common stock on June 30, 2001 of $7.75 less the
applicable option exercise price.

EMPLOYMENT AGREEMENTS AND EXECUTIVE SEVERANCE ARRANGEMENTS

Mr. Horton entered into an employment agreement with us, with the
agreement's effective date being January 1, 2001. Although the agreement has
a term of five years from January 1, 2001, it also states that unless the
agreement is not renewed or superseded by written mutual consent by the end of
the five-year term, it will automatically be renewed on a month-to-month
basis. The agreement currently provides a base annual salary of $250,000 to
Mr. Horton. Mr. Horton is also eligible to receive an annual bonus
compensation upon achievement of objectives and criteria as the Board of
Directors may establish. Mr. Horton's employment is "at will." Should Mr.
Horton voluntarily resign or be terminated for cause, he will not be entitled
to severance pay. If he is terminated without cause, Mr. Horton is entitled
to receive a severance equal to 20 months of his then-current salary, payable
to him within 30 days of such termination. Mr. Horton is also entitled to
continue to receive, for 20 months following his termination without cause,
the same benefits he received as of the termination. Mr. Horton further
receives additional benefits above and beyond our usual employee benefits
including a term life insurance policy of $3.5 million, use of a corporate
automobile, among other benefits. Mr. Horton's employment agreement contains
a non-solicitation clause, a trade secrets clause and a non-competition clause
in which Mr. Horton is contractually obligated to comply.

Mr. Waldron has a written offer letter of employment dated April 9, 2001.
In the offer letter, Mr. Waldron's base salary is $140,000 per year with a
bonus opportunity of up to $30,000 in fiscal 2002 based upon the achievement
of goals and objectives to be established by the Board of Directors. Mr.
Waldron's employment is "at will." He is entitled to a three-month severance
if terminated without cause. Further, if there is a change of control, or if
the Chief Executive Officer is removed or resigns, and further, he is
terminated without cause within six months thereafter, he is entitled to a six
month severance from the time of such termination.

Mr. Weatherford's current terms of employment provides for an annual base
salary of $145,000, an annual bonus equal to at least 1% of the pretax income
of each operating unit, and six months' salary continuation as severance in
the event his employment is terminated in conjunction with a change in control
of us or the termination of the Chief Executive Officer. Mr. Weatherford's
employment is "at-will." Mr. Weatherford's terms of employment also provide
for certain incentive payments upon attainment of certain strategic corporate
milestones. Pursuant to these provisions, and in connection with the
divestiture on November 12, 1999 of Irlandus Circuits Ltd., one of our
European operating units, Mr. Weatherford received a special incentive payment
of $150,000. Mr. Weatherford is provided a corporate vehicle during his
employment with us.

Mr. Freedman has a written offer letter of employment dated May 4, 2000.
In the offer, Mr. Freedman's base salary was $105,000 (increased to $115,000
in August 2001) with a bonus opportunity of up to $20,000 in fiscal 2001
(Please see below the Compensation Committee Report for Mr. Freedman's actual
2001 bonus). Mr. Freedman's employment is "at-will." Mr. Freedman is
entitled to a three-month severance if he is terminated without cause within
six months after a change of control or resignation or removal of our Chief
Executive Officer.

REPORT OF THE AUDIT COMMITTEE

The rules of the Securities & Exchange Commission require that we include
in our proxy statement a report of our Audit Committee. A copy of our Audit
Committee Charter, originally approved on May 16, 2000, and amended on October
1, 2001, is attached as Exhibit "A" to this proxy statement. The following
report concerns the activities of our Audit Committee regarding oversight of
our financial reporting and auditing procedures.

The Audit Committee of the Board of Directors assists the Board of
Directors in discharging its responsibility relating to the quality and
integrity of our accounting, reporting, and financial practices and that of
our subsidiaries.

In fulfilling its oversight responsibilities, the Audit Committee
reviewed the audited financial statements with management, including a
discussion of the acceptability as well as the appropriateness, of significant
accounting principles. The Audit Committee also reviewed with management the
reasonableness of significant estimates and judgments made in preparing the
financial statements as well as the clarity of the disclosures in the
financial statements. The Audit Committee reviewed with the independent
public accountants, KPMG LLP, their judgments as to the acceptability as well
as the appropriateness of our application of accounting principles. KPMG LLP
has the responsibility for expressing an opinion on the conformity of our
annual financial statements with U.S. generally accepted accounting
principles. The Audit Committee also discussed with KPMG LLP such other
matters as are required to be discussed under Statement on Auditing Standards
No. 61 (Communications with Audit Committee) and otherwise as required under
U.S. generally accepted auditing standards. In addition, the Audit Committee
discussed with KPMG LLP its independence from our management, including the
impact of non-audit-related services provided to us and the matters included
in the written disclosures required by the Independence Board Standard No. 1
(Independence Discussions with Audit Committees). The Audit Committee
discussed with KPMG LLP the overall scope and plans for their respective
audits. The Audit Committee meets with KPMG LLP, with and without management
present, to discuss the results of their audits, their opinions of our system
of internal controls and the overall quality of our financial reporting.

In reliance on the reviews and discussions noted above, the Audit
Committee confirmed that our audited financial statements for the three (3)
years ended June 30, 2001, would be and were included in the Annual Report on
Form 10-K for the year ended June 30, 2001 for filing with the Securities &
Exchange Commission.

The Audit Committee has two directors, Clay Biddinger and James Burgess,
who meet the definition of "independent director" under Nasdaq's Marketplace
Rule 4200(a)(14). The third member of the Audit Committee, Oscar B. Marx,
III, does not meet the definition of "independent director" because he is the
Chief Executive Officer of an entity known as TMW Enterprises, Inc. Thomas M.
Wheeler, our largest single stockholder, owns part of or all of TMW
Enterprises, Inc. Mr. Marx, along with the other directors who are members of
the Audit Committee, has the requisite financial knowledge to serve on the
Audit Committee. The Board, recognizing there are, since June 2001, only
three outside directors currently holding director seats, decided it would be
in our best interest to include Mr. Marx on the Audit Committee. Current
Audit Committee rules under Nasdaq and the Securities & Exchange Commission
require that three non-employee members of the Board be on the Audit
Committee. Mr. Marx's years of financial experience were deemed an asset to
the Audit Committee and to us. Mr. Horton, our Chairman of our Board of
Directors, is not eligible for membership on the Audit Committee because he is
also our Chief Executive Officer and therefore our employee.

KPMG LLP charged a total of $126,000 in fees for the auditing of our
financial condition for fiscal year 2001. For auditing our operations in the
United States during the fiscal year 2001, KPMG LLP charged $111,000. For
auditing our European operations during the fiscal year 2001, KPMG LLP charged
$15,000. In addition to its regular auditing fees, KPMG LLP charged
additional fees of $24,000 for a review of our tax returns for the year ended
June 30, 2001. The Audit Committee determined that the tax services performed
by KPMG LLP were not incompatible with KPMG LLP's maintaining its
independence. KPMG LLP provided no other services to us.

SUBMITTED BY THE AUDIT COMMITTEE
JAMES BURGESS, CLAY BIDDINGER & OSCAR B. MARX, III

Notwithstanding any reference in our prior or future filings with the
Securities & Exchange Commission, which purport to incorporate this proxy
statement by reference into another filing, such incorporation does not
include any material included under the caption "Report of the Audit
Committee."

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors administers our
executive compensation programs and reviews and approves salaries and bonuses
of the executive officers named in the Executive Compensation Table. Our
executive compensation programs are designed to:

* provide competitive levels of base and incentive compensation in
order to attract, retain and motivate high quality employees;

* tie individual total compensation to individual performance and
our success; and

* align the interests of our executive officers with those of our
stockholders.

BASE SALARY. Base salary is targeted to be moderate, yet competitive in
relation to salaries commanded by those in similar positions at comparable
companies. The Compensation Committee reviews management's recommendations
for executives' salaries and examines survey data for executives with similar
responsibilities in comparable companies to the extent possible. Individual
salary determinations are based on experience, achievement of goals and
objectives, sustained performance and comparison to other companies' peer
positions.

INCENTIVE COMPENSATION PROGRAM. Incentive compensation for our executive
officers is designed to reward such individuals for their contributions to
corporate and individual objectives. In addition, our operating units
maintain profit sharing plans under which operating unit managers and other
key employees receive incentive cash compensation based on the performance and
pre-tax profits of those operations. Except for Mr. Weatherford's incentive
compensation arrangement, our executive officers named above do not
participate in these operating unit profit sharing plans.

STOCK OPTIONS. The Compensation Committee, with our Board of Directors,
administers our 1993 and 1996 Stock Incentive Plans, which are designed to
align the interests of management and other key employees with those of our
stockholders. The number of stock options granted is related to the
recipient's base compensation, level of responsibility and accomplishments.
All options have been granted with an option exercise price equal to the fair
market value of our common stock on the date of grant. The tables above set
forth information concerning options granted to named executives during fiscal
2001. In August, 2001, our Board, and the Compensation Committee, delegated
to fellow Director, and Chief Executive Officer, Mr. Horton, certain limited
powers to grant up to 50,000 total stock options in a one-year period, subject
to renewal each year thereafter, to non-officer employees. This power is
derived from our Amended & Restated 1996 Stock Incentive Plan for our
employees and consultants.

COMPENSATION OF EXECUTIVE OFFICERS:

The Compensation Committee, in awarding compensation to our named
executive officers, took into consideration competitive executive salaries in
publicly traded companies of similar size and complexity. The Compensation
Committee was pleased with our operating results and financial condition
through fiscal year 2001. Please also note that all stock options granted to
the named executive officers are three-year vesting stock options under the
Amended & Restated 1996 Stock Incentive Plan.

COMPENSATION OF CHIEF EXECUTIVE OFFICER. Gregory L. Horton was appointed
our President and Chief Executive Officer in January 1996. The Compensation
Committee, in February 2001, awarded Mr. Horton 40,000 stock options, and
increased his base salary from $225,000 to $250,000 effective January 1, 2001
(As noted earlier in this proxy, Mr. Horton entered into a new employment
agreement with the effective date of January 1, 2001). The Compensation
Committee awarded a bonus of $250,000 to Mr. Horton in August 2001 for his
efforts in fiscal year 2001.

COMPENSATION OF CHIEF OPERATING OFFICER. George Weatherford was
appointed Chief Operating Officer in January, 2001. In February 2001, the
Compensation Committee awarded Mr. Weatherford a raise in annual salary from
$125,000 to $145,000. He was also awarded 25,000 stock options at that time.
The Compensation Committee awarded Mr. Weatherford a bonus of $60,000 on
August 2001 for his efforts in fiscal year 2001.

COMPENSATION OF CHIEF FINANCIAL OFFICER. Kirk Waldron was appointed
Chief Financial Officer in May 2001. The Compensation Committee approved an
initial award of 20,000 stock options in May 2001. In August 2001, the
Compensation Committee approved an additional award of 10,000 stock options
for Mr. Waldron's performance in setting up various financial control systems
and his performance in integrating himself into our operations and our
subsidiaries' operations.

COMPENSATION OF THE GENERAL COUNSEL AND CORPORATE SECRETARY. Mitchell
Freedman was appointed General Counsel and Corporate Secretary in May 2000.
The Compensation Committee, during fiscal year 2001, approved 5,000 stock
options and a special $10,000 bonus to Mr. Freedman for his work in resolving
outstanding litigation against us. The Compensation Committee, in August
2001, approved an increase in Mr. Freedman's annual salary from $105,000 to
$115,000, an $18,000 bonus and an award of an additional 5,000 stock options
for his efforts in fiscal year 2001.

Submitted by the Compensation Committee:
Oscar B. Marx III and Clay Biddinger

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In fiscal year 2001, the Compensation Committee was initially comprised
of Messrs. Kanter and Marx. Effective September 12, 2000, Mr. Biddinger was
appointed to the Compensation Committee, replacing Mr. Kanter. None of these
individuals were officers or employees of the Company during fiscal 2001 or at
any prior time. There are no interlocks between us and other entities
involving our named executive officers and directors who serve as executive
officers or directors of other entities.

STOCK PERFORMANCE GRAPH

Our common stock is listed for trading on the Nasdaq Small Cap Market
under the symbol "SMTI."

The following performance table compares the cumulative total return for
the period from June 30, 1996 through June 30, 2001, from an investment of
$100 in: (i) our common stock, (ii) the Nasdaq Composite and (iii) an
Electronics Manufacturing Services ("EMS") Peer Group, as defined below. The
EMS Peer Group consists of the following publicly held electronics
manufacturing services companies, each of whose business, taken as a whole,
reasonably resembles our activities: EFTC Corporation, IEC Electronics Corp.,
Reptron Electronics, Inc., SigmaTron International, Inc., Sparton Corporation,
and Xetel Corporation. The Peer Group Index was derived using the weighted
average of individual company stock prices for each period. For each group an
initial investment of $100 is assumed on June 30, 1996. The Total Return
Calculation assumes reinvestment of all dividends for the indices. We did not
pay dividends on our common stock during the time frame set forth below.

[Graph with data points below]

The data points depicted on the graph are as follows:

Nasdaq EMS SMTEK
Date Composite Peer Group International, Inc.
-------- --------- ---------- -------------------
06/30/96 100.00 100.00 100.00
06/30/97 121.62 153.69 56.25
06/30/98 160.12 101.85 37.50
06/30/99 230.56 49.75 16.25
06/30/00 340.60 50.09 10.00
06/30/01 184.61 37.71 19.38

All data contained in the stock performance graph and data chart set
forth above are derived from sources believed to be reliable. However,
because of the possibility of human and mechanical error and other factors,
the data provided from such sources contain no express or implied warranties
of any kind. There are also no representations, warranties or guarantees as
to the accuracy or timeliness of such data.

Historical stock price performance should not be relied upon as
indicative of future stock price performance.

PRINCIPAL STOCKHOLDERS

The following table sets forth as of October 25, 2001, except as
otherwise indicated, the number of shares and percentage of outstanding common
stock known by us to be beneficially owned by: (i) each person who is known by
us to own beneficially more than 5% of our outstanding common stock, (ii) each
of our directors, (iii) each named executive officer and (iv) all of our named
executive officers and directors as a group. Unless otherwise noted, shares
are held with sole voting and investment power. Holdings include, where
applicable, shares held by spouses and minor children, including shares held
in trust.

Beneficial Ownership Of Common Stock As Of October 25, 2001
-----------------------------------------------------------------
Name and Address of Number
Beneficial Owner* of Shares Percent of Class (#)
------------------------- ------------- --------------------

Thomas M. Wheeler
801 W. Big Beaver Road 881,813 38.6%
Suite 201
Troy, Michigan, 48084

Clay M. Biddinger 115,017 (A) 5.0%

James P. Burgess 25,453 (B) 1.1%

Mitchell J. Freedman 2,500 (C) **

Gregory L. Horton 75,000 (D) 3.2%

Oscar B. Marx, III 23,682 (E) 1.0%

Kirk A. Waldron -- **

George R. Weatherford 24,542 (F) 1.4%

Directors and named 269,944 (G) 11.3%
executive officers
as a group (7 persons)
------------------------
* Except as otherwise noted, the address for each beneficial owner is c/o
SMTEK International, Inc., 2151 Anchor Court, Thousand Oaks, CA 91320.

** Represents less than 1% of the outstanding shares.

# Beneficial ownership is determined in accordance with the rules of the
Securities & Exchange Commission. Shares of common stock subject to
valued options or warrants currently exercisable, or exercisable within
60 days of October 25, 2001, are deemed outstanding for computing the
percentage ownership of the stockholder holding the options or warrants,
but are not deemed outstanding for computing the percentage ownership of
any other stockholder. Unless otherwise indicated in the footnotes to
this table, we believe the stockholders named in the table have sole
voting and sole investment power with respect to the shares set forth
opposite such stockholder's name. Percentage of ownership is based on
2,284,093 shares of common stock outstanding as of October 25, 2001.

(A) Includes 12,911 shares underlying options.

(B) Includes 9,594 shares underlying options.

(D) Includes 28,750 shares underlying options.

(E) Includes 23,682 shares underlying options.

(F) Includes 19,864 shares underlying options.

(G) Includes 101,051 shares underlying options.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 30, 1997, we borrowed $2 million from Thomas M. Wheeler. As a
condition to obtaining the $2 million loan from Mr. Wheeler, we agreed to
acquire all of the issued and outstanding shares of Jolt Technology, Inc.
("Jolt"), a privately-held electronics manufacturing company owned by Mr.
Wheeler and two other individuals, for 450,000 shares of our common stock.
Mr. Wheeler received 319,313 shares of our common stock upon the consummation
of the Jolt acquisition on June 30, 1998. As a further condition to obtaining
the $2 million loan from Mr. Wheeler, we agreed to give Mr. Wheeler the right
to nominate individuals to fill two seats on our Board of Directors. In
May 1999, following our stockholders' approval, we entered into a $4.5 million
private placement of common stock with Mr. Wheeler. This increased Mr.
Wheeler's ownership interest in us from 18.7% to 38.8%, and enabled us to pay
off the $2 million loan with Mr. Wheeler. Although the loan was paid off in
May 1999, it was the understanding of Mr. Wheeler and us that Mr. Wheeler
would have the ongoing right to nominate individuals to fill two
directorships. The Board members who are considered nominated pursuant to this
understanding are Messrs. Burgess and Marx. With only four persons on the
Board of Directors at this time, the two such nominated individuals represent
half the members of the Board of Directors.

The Company believes that all such transactions with our affiliates have
been entered into on terms no less favorable to us than we could have been
obtained from independent third parties. We intend that any transactions and
loans with officers, directors and 5% or greater stockholders, following the
date of this proxy statement, will be on terms no less favorable to us than we
could be obtained from independent third parties and will be approved by a
majority of our independent, disinterested directors.

INDEPENDENT PUBLIC ACCOUNTANTS

KPMG LLP has continued to serve as the Company's independent public
accountants since 1994. Representatives of our independent public accountants
are expected to be present at the Meeting and will be afforded the opportunity
to make a statement and answer questions from stockholders.

STOCKHOLDER PROPOSALS

Stockholders who wish to include proposals in next year's proxy statement
for consideration at our Annual Meeting of Stockholders in 2002 must submit
their proposals in writing at our principal executive office (2151 Anchor
Court, Thousand Oaks, California 91320) no later than June 27, 2002. The
proposals received after that date will be considered untimely and will not be
included in next year's proxy statement. Such proposals should be addressed
to our Corporate Secretary and may be included in next year's proxy statement
if they comply with certain rules and regulations promulgated by the
Securities & Exchange Commission. Use of overnight mail from a reputable
delivery company, or certified mail, is strongly suggested for verification
purposes.

Stockholders who wish to include proposals for next year's proxy
statement should consult the new rules in Securities & Exchange Commission
Rule 14a-8, promulgated under the Securities Exchange Act of 1934, as amended,
as well as the Securities & Exchange Commission's Division of Compliance Staff
Legal Bulletin No. 14 (July 13, 2001) for information relating to stockholder
proposals.

ANNUAL REPORT

Our Annual Report to Stockholders for fiscal year 2001, including audited
financial statements, accompanies this proxy statement. Copies of our Annual
Report on Form 10-K for fiscal 2001 (without exhibits), and exhibits to our
proxy statement, are available from us without charge upon receipt of a
written request by a stockholder addressed to our executive offices in
Thousand Oaks, California. Copies of the Form 10-K and this proxy statement
are also available on-line through the Securities & Exchange Commission's web
site at www.sec.gov.

MISCELLANEOUS

The Board of Directors is unaware of any other business to be presented
for consideration at the Meeting. If, however, such other business should
properly come before the Meeting, the proxies will be voted in accordance with
the best judgment of the proxy holders.

By Order of the Board of Directors

/s/ Mitchell J. Freedman
-----------------------------
Mitchell J. Freedman
General Counsel and Secretary

Thousand Oaks, California
October 25, 2001

EXHIBIT "A"
SMTEK INTERNATIONAL, INC.
AUDIT COMMITTEE CHARTER

1. MEMBERS. The Audit Committee shall consist of at least three non-
employee members of the Board of Directors of SMTEK International, Inc.
("Company"). Audit Committee members shall meet the requirements as set forth
in Nasdaq's current Marketplace Rule 4350(d)(1) and (2), and as such Rule may
be amended from time to time.

To the extent consistent with the above, the Audit Committee shall
consist of "independent directors," as that phrase is currently defined in
Nasdaq Marketplace Rule 4200(a)(14), and as such Rule may be amended from time
to time. However, the Board may appoint a "non-independent director" to the
Audit Committee for the reasons or circumstances set forth in Nasdaq's current
Marketplace Rule 4350(d)(2), and other Nasdaq Marketplace Rules, and as such
may be amended from time to time.

Each member of the Company's Audit Committee must be financially literate
and one member of the audit committee shall have accounting or related
financial management expertise, as provided in the current applicable Nasdaq
Marketplace Rules, and as such Rules may be amended from time to time.

2. PURPOSES, DUTIES, AND RESPONSIBILITIES. The Audit Committee shall
represent the Board of Directors in discharging its responsibility relating to
the accounting, reporting, and financial practices of the Company and its
subsidiaries, and shall have general responsibility for surveillance of
internal controls and accounting and audit activities of the Company and its
subsidiaries. Specifically, the Audit Committee shall:

(i) Recommend to the Board of Directors, and evaluate, the firm
of independent certified public accountants to be appointed as
auditors of the Company, which firm shall be ultimately
accountable to the Board of Directors through the Audit Committee.

(ii) Review with the independent auditors their audit procedures,
including the scope, staffing, locations, reliance upon
management, fees and timing of the audit, and the results of the
annual audit examination and any accompanying management letters,
and any reports of the independent auditors with respect to
interim periods.

(iii) Review the written statement from the outside auditor of
the Company concerning any relationships between the auditor and
the Company or any other relationships that may adversely affect
the independence of the auditor and assess the independence of the
outside auditor as required under Independent Standard Boards
Standard No. 1.

(iv) Review with management and the independent auditors the
quarterly and annual financial statements of the Company, such
review to include a discussion of the auditors' judgment as to the
quality, not just acceptability, of the Company's accounting
principles.

(v) In consultation with the independent auditors, monitor the
adequacy of the Company's internal controls.

(vi) Review significant changes in the accounting policies of the
Company and accounting and financial reporting proposals that may
have a significant impact on the Company's financial reports.

(vii) Review material pending legal proceedings involving the
Company and other contingent liabilities.

(viii) Review and assess the adequacy of the Audit Committee
Charter on an annual basis.

(ix) Annually prepare a report to shareholders as required by the
Securities and Exchange Commission, to be included in the
Company's annual proxy statement.

3. MEETINGS. The Audit Committee shall meet as often as may be deemed
necessary or appropriate in its judgment, generally four times each year,
either in person or telephonically. The Chairperson of the Audit Committee
should develop the committee agenda with the assistance of management. The
Audit Committee shall meet in executive session with the independent auditors
at least annually. The Audit Committee may create subcommittees who shall
report to the Audit Committee. The Audit Committee shall report to the full
Board of Directors with respect to its meetings. The majority of the members
of the Audit Committee shall constitute a quorum.

End of Audit Committee Charter

PROXY CARD

THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF
SMTEK INTERNATIONAL, INC.

Proxy for Annual Meeting of Stockholders
November 15, 2001

The undersigned hereby appoints Mr. James P. Burgess and Mr. Gregory L.
Horton as Proxies (each of them with full power to act without the other),
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse, all the shares of Common
Stock of SMTEK International, Inc. held of record by the undersigned on
October 25, 2001 at the Annual Meeting of Stockholders to be held at 2151
Anchor Court, Thousand Oaks, California, on November 15, 2001 and at any
adjournment thereof.

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE PROPOSAL INDICATED ON THIS CARD AND AS SUCH
PROXIES DEEM ADVISABLE WITH DISCRETIONARY AUTHORITY ON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR ADJOURNMENTS
THEREOF.

1. Election of Clay M. Biddinger and Oscar B. Marx III as Class III
Directors to continue in office until 2004:

FOR nominees named above [ ] WITHHOLD authority to vote [ ]
(except as marked to the contrary) for the nominees named above

(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list above.
If you desire to cumulate your votes for a nominee, write your
instruction as to the number of votes cast for such nominee in the
space provided below. The total number of votes cast must not exceed
TWO times the number of shares you hold)

-----------------------------------------------------------------

PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR THE DIRECTOR NOMINEES.

Signature: Date: , 2001
--------------------------- --------------------
Please sign exactly as name appears herein. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.