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): May 20, 1999 _____________________ 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: 2151 Anchor Court Thousand Oaks, CA 91320 _________________________ Registrant's Telephone Number, Including Area Code: (805) 376-2595 _________________________ Former Name or Former Address, if Changed Since Last Report: Not applicable _________________________ Item 5. Other Events. 1. On May 20, 1999, at a special meeting of the stockholders of SMTEK International, Inc. (the "Company"), the stockholders approved a Stock Subscription Agreement (the "Agreement") between the Company and TMW Enterprises Inc. ("TMW") pursuant to which the Company agreed to sell between 9,000,000 and 11,250,000 shares of its Common Stock to TMW or an affiliate thereof for an aggregate price of $4,500,000. On May 21, 1999, TMW assigned its rights and obligations under the Agreement to Thomas M. Wheeler, the Company's largest stockholder who is also the Chairman and controlling stockholder of TMW. Immediately following this assignment, the Company consummated the sale of 11,250,000 shares of Common Stock to Mr. Wheeler for $4,500,000. In accordance with the Agreement, the per share purchase price was determined based on the average closing price of the Company's Common Stock on the New York Stock Exchange on the last 10 trading days prior to closing, subject to a minimum price of $0.40 per share and a maximum price of $0.50 per share. This transaction increased Mr. Wheeler's ownership interest in the Company's Common Stock from 18.7% to 38.9%. Also on May 21, the Company paid off a $2,000,000 note payable to Mr. Wheeler and accrued interest thereon of $302,000. 2. At the special meeting of stockholders on May 20, 1999, the stockholders approved a 1-for-20 reverse split of the Company's outstanding Common Stock, and a reduction in authorized Common Stock from 75 million shares to 3,750,000 shares. This reverse stock split became effective at the beginning of trading on May 25, 1999. Item 7. Financial Statements and Exhibits. Exhibit Description _______ ____________ 10.1 Stock Subscription Agreement dated March 4, 1999 between the Company and TMW Enterprises Inc. (previously filed as Appendix A to the Company's Definitive Proxy Statement dated April 16, 1999) 22.1 Press release dated May 21, 1999 22.2 Press release dated May 25, 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 thereunto duly authorized. SMTEK INTERNATIONAL, INC. May 28, 1999 /s/ Richard K. Vitelle _________________________________ _________________________________ Date Richard K. Vitelle Vice President -Finance (Principal Financial Officer)