As filed with the Securities and Exchange Commission on February 10, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SMTEK INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 33-0213512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2151 Anchor Court, Thousand Oaks, California 91320
(Address of principal executive offices) (Zip Code)
SMTEK INTERNATIONAL, INC. 1998 NON-EMPLOYEE
DIRECTORS STOCK PLAN
(Full title of the plans)
Gregory L. Horton
President and Chief Executive Officer
SMTEK International, Inc.
2151 Anchor Court
Thousand Oaks, California 91320
(Name and address of agent for service)
(805) 376-2595
(Telephone number, including area code of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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Common Stock 1,000,000(1) $0.45315(2) $453,150(2) $ 137.32(2)
($0.01 par shares
value)
(1) Number of shares of common stock, par value $.01 per share (the
"Common Stock"), of SMTEK International, Inc., a Delaware corporation (the
"Company"), reserved for issuance under the SMTEK International, Inc. 1998
Non-Employee Directors Stock Plan (the "Plan").
(2) Based upon the average of the high and low prices for the Common
Stock on February 8, 1999, as reported in the consolidated reporting system,
in accordance with Rule 457(c).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed with the Securities and Exchange
Commission (the "SEC") by the Company and are hereby incorporated by reference
into this Registration Statement:
(i) the Company's Annual Report on Form 10-K for its fiscal year ended
June 30, 1998 (the "Form 10-K");
(ii) the Company's amendments to Form 10-K on Form 10-K/A filed on
September 14, 1998 and on October 28, 1998;
(iii) the Company's Quarterly Report on Form 10-Q for its fiscal quarter
ended September 30, 1998;
(iv) the Company's Current Report on Form 8-K, dated June 30, 1998; and
(v) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the SEC pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all such securities remaining unsold shall be deemed to be
incorporated by reference herein and shall be deemed to be a part hereof from
the date of filing of such documents.
Any statement contained in a document incorporated or deemed incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document that is also deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
The Company hereby undertakes to provide without charge to each person
to whom a Registration Statement is delivered, upon written or oral request of
such person, a copy of any document incorporated herein by reference (not
including exhibits to documents that have been incorporated herein by
reference unless such exhibits are specifically incorporated by reference in
the document which this Registration Statement incorporates). Requests should
be directed to SMTEK International, Inc., 2151 Anchor Court, Thousand Oaks,
California 91320, Attention: Corporate Secretary, telephone (805) 376-2595.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law provides that a
corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for willful or negligent conduct in paying dividends or
repurchasing stock out of other than lawfully available funds or (iv) for any
transaction from which the director derived an improper personal benefit. No
such charter or by-law provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such
provision becomes effective.
The Company's Certificate of Incorporation includes a provision
eliminating, to the fullest extent permitted by Delaware law, director
liability for monetary damages for breaches of fiduciary duty.
The Company's Bylaws require that directors and officers be indemnified
to the maximum extent permitted by Delaware law.
The Company has a policy of directors and officers liability insurance
which insures directors and officers against the cost of defense, settlement
or payment of a judgment under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
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4.1 SMTEK International, Inc. 1998 Non-Employee Directors
Stock Plan
5.1 Opinion of Berry Moorman P.C. regarding the legality of
the securities registered
23.1 Consent of Berry Moorman P.C. (contained in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (contained on signature page hereto)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration
Statement 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;
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant 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 Registrant
will, unless in the opinion of its counsel the 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 Securities Act and will be governed by the final adjudication
of such issue.
[Signatures begin on next page]
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 of the
requirements for filing on 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 Thousand Oaks, California, on February 10, 1999.
SMTEK INTERNATIONAL, INC.
By: /s/Gregory L. Horton
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Gregory L. Horton
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned directors and officer of SMTEK International, Inc.,
do hereby constitute and appoint each of Messrs. Gregory L. Horton and Richard
K. Vitelle, each with full power of substitution, our true and lawful
attorney-in-fact and agent to do any and all acts and things in our names and
in our behalf in our capacities stated below, which acts and things either of
them may deem necessary or advisable to enable SMTEK International, Inc. to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically, but not limited to, power
and authority to sign for any or all of us in our names, in the capacities
stated below, any and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that they shall 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 date indicated.
Signature Title Date
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/s/ Gregory L. Horton Chief Executive Officer, February 10, 1999
- ----------------------- President and Director
Gregory L. Horton
/s/ James P. Burgess Director February 10, 1999
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James P. Burgess
Director February 10, 1999
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Charlene A. Gondek
/s/ Bruce E. Kanter Director February 10, 1999
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Bruce E. Kanter
Director February 10, 1999
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Oscar B. Marx, III