SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 29, 1999
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SMTEK INTERNATIONAL, INC.
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(Exact name of Registrant as Specified in Charter)
Delaware 1-8101 33-0213512
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2151 Anchor Court, Thousand Oaks, California 91320
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (805) 376-2595
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 29, 1999, SMTEK International, Inc. (the "Company")
acquired substantially all of the issued and outstanding capital stock
of Technetics, Inc., a California corporation ("Technetics"), pursuant
to a Stock Purchase Agreement (the "Agreement") between the Company and
the shareholders of Technetics (the "Sellers"). In exchange for their
Technetics stock, the Sellers received cash of $275,000 and secured
promissory notes in the aggregate principal amount of $150,000, subject
to adjustment pursuant to Section 1.4 of the Agreement. The amount of
the purchase consideration paid by the Company was determined on the
basis of Technetics as a going concern including its customer base and
business backlog, by a comparison with the valuations placed upon other
companies in the industry in recent business combinations, and by
strategic considerations.
Technetics will continue its present operations as a subsidiary of
the Company. Technetics is a provider of electronics manufacturing
services, including turnkey electronic assembly and manufacturing
management services, to original equipment manufacturers in the
electronics industry. Technetics' electronics manufacturing services
consist primarily of the manufacture of complex printed circuit board
assemblies using both surface mount through-hole interconnection
technologies.
For additional information concerning the transaction, reference
is made to the Agreement attached hereto as Exhibit 99.1 and to a press
release issued on February 3, 1999 attached hereto as Exhibit 99.2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. It is impractical
to provide the required financial statements for Technetics at the time
of filing this report on Form 8-K. Such required financial statements
will be filed as an amendment to this report on Form 8-K on or before
April 14, 1999.
(b) Pro Forma Financial Information. It is impractical to provide
the required pro forma financial information for the Company at the
time of filing this report on Form 8-K. Such pro forma financial
information will be filed as an amendment to this report on Form 8-K on
or before April 14, 1999.
(c) Exhibits.
Exhibit Number Description
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99.1 Stock Purchase Agreement dated January 24,
1999 between SMTEK International, Inc. and
the shareholders of Technetics, Inc.
99.2 Press Release dated February 3, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SMTEK INTERNATIONAL, INC.
Date: February 12, 1999 By: /s/ Richard K. Vitelle
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Richard K. Vitelle
Vice President - Finance
(Principal Financial Officer)