SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 9, 2003
_____________________
Exact Name of Registrant as
Specified in Its Charter: SMTEK INTERNATIONAL, INC.
___________________________________
DELAWARE 1-8101 33-0213512
_____________________________ ____________ _____________
State or Other Jurisdiction of Commission I.R.S. Employer
Incorporation or Organization File Number Identification No.
Address of Principal Executive Offices: 200 Science Drive
Moorpark, CA 93021
_________________________
Registrant's Telephone Number, Including
Area Code: (805) 532-2800
_________________________
Former Name or Former Address,
if Changed Since Last Report: Not Applicable
_________________________
Item 2. Acquisition or Disposition of Assets.
On April 9, 2003, SMTEK International, Inc. sold its operations in Ireland
to Alina Limited, a company registered under the laws of Northern Ireland. The
transaction was consummated by the sale to Alina Limited of all of the capital
stock of SMTEK Europe Limited, a wholly-owned subsidiary of DDL Europe Limited
and an indirect wholly-owned subsidiary of SMTEK International. In
consideration for SMTEK Europe's capital stock, SMTEK International received
$1.00 and Alina Limited assumed $5.2 million worth of SMTEK Europe's
liabilities. Kieran Leonard, a director of DDL Europe and the Managing
Director of SMTEK Europe, is a minority stockholder of Alina Limited. A copy
of SMTEK International's press release dated April 15, 2003, announcing the
sale, is filed as Exhibit 99.1 hereto and incorporated herein by reference.
The foregoing description of the transaction is qualified in its
entirety by reference to Exhibits 2.1, 2.2, and 2.3 hereto, which are
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro forma financial information:
The following pro forma financial information of SMTEK International is
included in this Form 8-K on pages F-1 through F-5.
- unaudited pro forma condensed consolidated balance sheet of SMTEK
International as of December 31, 2002;
- the unaudited pro forma condensed consolidated statement of
operations of SMTEK International for the year ended
June 30, 2002; and
- the unaudited pro forma condensed consolidated statement of
operations of SMTEK International for the six months ended
December 31, 2002.
(c) Exhibits
The following exhibits are filed with this report on Form 8-K:
Exhibit Description
_______ ____________
2.1 Share Sale Agreement, dated March 21, 2003, by and among DDL
Europe Limited, Alina Limited and SMTEK International, Inc.
2.2 Disclosure Letter, dated March 21, 2003, from DDL Europe Limited
to Alina Limited
2.3 Amendment to Share Sale Agreement, dated April 9, 2003, by and
among DDL Europe Limited, Alina Limited and SMTEK International,
Inc.
99.1 Press release issued by SMTEK International on April 15, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
SMTEK INTERNATIONAL, INC.
April 24, 2004 /s/ Kirk A. Waldron
_________________________________ _________________________________
Date Kirk A. Waldron
Senior Vice President
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
2.1 Share Sale Agreement, dated March 21, 2003, by and among DDL
Europe Limited, Alina Limited and SMTEK International, Inc.
2.2 Disclosure Letter, dated March 21, 2003, from DDL Europe Limited
to Alina Limited
2.3 Amendment to Share Sale Agreement, dated April 9, 2003, by and
among DDL Europe Limited, Alina Limited and SMTEK International,
Inc.
99.1 Press Release issued by SMTEK International on April 15, 2003
DESCRIPTION OF UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
REFLECTING THE SALE OF SMTEK EUROPE LIMITED
BY SMTEK INTERNATIONAL, INC.
The following unaudited pro forma condensed consolidated financial
statements of SMTEK International have been prepared giving effect to the
sale of SMTEK Europe Limited by reflecting this entity as discontinued
operations for the pro forma condensed consolidated balance sheet at
December 31, 2002 and both the pro forma condensed consolidated statement of
operations for the year ended June 30, 2002 and for the six months ended
December 31, 2002.
F-1
SMTEK INTERNATIONAL, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2002
(Unaudited)
(In thousands)
Historical Pro forma Pro forma
amounts adjustments amounts
------- --------- -------
ASSETS
Current assets:
Cash and cash equivalents $ 628 $ (159)(A) $ 469
Accounts receivable, net 12,155 (3,534)(A) 8,621
Inventories 10,082 (1,249)(A) 8,833
Prepaid expenses 1,061 (156)(A) 905
Current assets -
discontinued operations 5,098 5,098
------ ------ ------
Total current assets 23,926 - 23,926
Property and equipment, net 8,115 (1,672)(A) 6,443
Deposits and other assets 330 330
Property and equipment -
discontinued operations 1,672 1,672
------ ------ ------
$ 32,371 $ - $ 32,371
====== ====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank lines of credit payable $ 8,131 $ (2,939)(A) $ 5,192
Current portion of long-term
debt 3,235 (1,119)(A) 2,116
Accounts payable 8,343 (1,915)(A) 6,428
Other current liabilities 7,099 (415)(A) 6,684
Current liabilities -
discontinued operations 6,388 6,388
------ ------ ------
Total current liabilities 26,808 - 26,808
------ ------ ------
Long-term debt 4,618 (86)(A) 4,532
Other long-term liabilities 710 710
Long-term debt - discontinued
operations 86 86
------ ------ ------
Total long-term liabilities 5,328 - 5,328
------ ------ ------
Stockholders' equity:
Common stock and additional
paid-in capital 37,051 37,051
Accumulated deficit (36,697) (36,697)
Accumulated other comprehensive
income (loss) (119) (119)
------ ------
Total stockholders' equity 235 235
------ ------ ------
$ 32,371 $ - $ 32,371
====== ====== ======
F-2
SMTEK INTERNATIONAL, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
YEAR ENDED JUNE 30, 2002
(Unaudited)
(In thousands except per share amounts)
Historical Pro forma Pro forma
results adjustments results
------- --------- -------
Sales $74,222 $(9,664)(A) $64,558
------ ------ ------
Costs and expenses:
Cost of goods sold 68,762 (8,860)(A) 59,902
Administrative and selling 10,716 (1,470)(A) 9,246
Amortization of goodwill 37 37
------ ------ ------
79,515 (10,330) 69,185
------ ------ ------
Operating loss (5,293) (666) (4,627)
------ ------ ------
Non-operating income (expense):
Interest expense (1,200) (207)(A) (993)
Other income (expense) 284 48 (A) 236
------ ------ ------
(916) 159 (757)
------ ------ ------
Loss from continuing operations
before income taxes (6,209) (825) (5,384)
Income tax benefit 225 225
------ ------ ------
Loss from continuing operations (5,984) (825) (5,159)
Loss from discontinued operations,
net of taxes 825 (825)
------ ------ ------
Net loss $(5,984) $ - $(5,984)
====== ====== ======
Basic and diluted loss per share:
Loss from continuing operations $ (2.62) $ (2.26)
Loss from discontinued operations - (0.36)
------- -------
Basic and diluted loss per share $ (2.62) $ (2.62)
======= =======
Shares used in computing basic and
diluted loss per share 2,284 2,284
====== ======
F-3
SMTEK INTERNATIONAL, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 2002
(Unaudited)
(In thousands except per share amounts)
Historical Pro forma Pro forma
results adjustments results
------- --------- -------
Sales $ 38,035 $(4,991)(A) $ 33,044
------ ------
Costs and expenses:
Cost of goods sold 35,540 (4,928)(A) 30,612
Administrative and selling 6,526 (500)(A) 6,026
------ ------ ------
42,066 (5,428) 36,638
------ ------ ------
Operating loss (4,031) (437) (3,594)
------ ------ ------
Non-operating income (expense):
Interest expense (654) (145)(A) (509)
Other income (expense) 30 38 (A) (8)
------ ------ ------
(624) (107) (517)
------ ------ ------
Loss from continuing operations
before income taxes (4,655) (544) (4,111)
Provision for income taxes (6) (6)
------ ------ ------
Loss from continuing operations (4,661) (544) (4,117)
Loss from discontinued operations,
net of taxes 544 (544)
Loss before change in accounting ------ ------ ------
principle (4,661) - (4,661)
Change in accounting principle,
net of taxes (420) (420)
------ ------ ------
Net loss $ 5,081) $ - $ (5,081)
====== ====== ======
Basic and diluted loss per share:
Loss from continuing operations $ (2.04) $ (1.80)
Loss from discontinued operations - (0.24)
Change in accounting principle (0.18) (0.18)
======= =======
Basic and diluted loss per share $ (2.22) $ (2.22)
======= =======
Shares used in computing basic and
diluted loss per share 2,284 2,284
====== ======
F-4
SMTEK INTERNATIONAL, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
(In thousands)
(A) To reclassify the financial position of SMTEK Europe Limited and the
results of operations of SMTEK Europe Limited for the year ended
June 30, 2002 and for the six months ended December 31, 2002 to
discontinued operations.
F-5