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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
___________ ___________
Commission File Number 1-8101
___________
Exact Name of Registrant as
Specified in Its Charter: SMTEK INTERNATIONAL, INC.
______________________________
DELAWARE 33-0213512
_____________________________ _____________
State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization No. Identification
Address of Principal Executive Offices: 2151 Anchor Court
Thousand Oaks, CA 91320
_________________________
Registrant's Telephone Number: (805) 376-2595
_________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
_________________________ ___________________________________________
Common Stock, $.01 Par Value Pacific Exchange
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 Par Value
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant based on the closing price as reported by Nasdaq on August 21,
2000 was $4,959,000. The registrant had 2,275,012 shares of Common Stock
outstanding as of August 21, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
Specified parts of the registrant's Annual Report to Stockholders for its
fiscal year ended June 30, 2000 are incorporated by reference into Parts I
and II hereof. Specified parts of the registrant's Proxy Statement for its
2000 Annual Meeting of Stockholders, which Proxy Statement will be filed
within 120 days of this report on Form 10-K, are incorporated by reference
into Part III hereof.
THIS ANNUAL REPORT ON FORM 10-K, INCLUDING EXHIBITS HERETO, CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. THESE FORWARD-LOOKING STATEMENT ARE
TYPICALLY IDENTIFIED BY THE WORDS "ANTICIPATES", "BELIEVES", "EXPECTS",
"INTENDS", "FORECASTS", "PLANS", "FUTURE", "STRATEGY", OR WORDS OF SIMILAR
MEANING. VARIOUS IMPORTANT FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE EXPRESSED IN THE FORWARD-LOOKING STATEMENTS, INCLUDING
THOSE DESCRIBED AS "RISK FACTORS" IN THE COMPANY'S REGISTRATION STATEMENT ON
FORM S-3 (NO. 333-62621) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
AND DECLARED EFFECTIVE ON SEPTEMBER 17, 1998 AND IN OTHER DOCUMENTS THE
COMPANY HAS FILED AND FILES, FROM TIME TO TIME, WITH THE SECURITIES AND
EXCHANGE COMMISSION.
PART I
Item 1. BUSINESS
GENERAL
SMTEK International, Inc. (the "Company") is an electronics
manufacturing services ("EMS") provider to original equipment manufacturers
("OEMs") primarily in the computer, telecommunications, instrumentation,
medical, financial services automation, industrial and aerospace industries.
The Company provides integrated solutions to OEMs across the entire product
life cycle, from design to manufacturing to end-of-life services, for the
worldwide low-to-medium volume, high complexity segment of the EMS industry.
The Company's operating units are located in Thousand Oaks, California; San
Diego, California; Fort Lauderdale, Florida; and Craigavon, Northern Ireland.
On November 12, 1999, the Company sold Irlandus Circuits, Ltd.
("Irlandus"), its printed circuit board ("PCB") fabrication operation in
Northern Ireland, to a management buy-out team. Accordingly, the results of
operations of Irlandus, which represented a separate segment of business,
have been presented as a discontinued operation for all periods presented in
the accompanying consolidated statements of operations and comprehensive
income (loss).
On January 29, 1999, the Company acquired Technetics, Inc.
("Technetics"), an EMS provider in San Diego, California, in order to enhance
the Company's presence in Southern California. The acquisition of Technetics
was accounted for under the purchase method of accounting.
On June 30, 1998, the Company acquired Jolt Technology, Inc. ("Jolt"),
an EMS provider in Fort Lauderdale, Florida. The acquisition of Jolt was
accounted for under the pooling-of-interests method of accounting.
The Company was incorporated in California in 1959 and was
reincorporated in Delaware in 1986. The Company changed its name from Data-
Design Laboratories, Inc. to DDL Electronics, Inc. in December 1993, and in
October 1998 the name was changed to SMTEK International, Inc. The Company's
executive office is located at 2151 Anchor Court, Thousand Oaks, California
91320, telephone (805) 376-2595.
INDUSTRY OVERVIEW
EMS Industry
The EMS industry can be classified into two general segments: high-
volume and low-to-medium volume. The Company focuses on the low-to-medium
volume segment. Manufacturers in this segment are highly fragmented and
competitive. Customer bases tend to be highly concentrated, with two or
three customers typically accounting for a significant portion of an EMS
provider's total revenue.
Two principal assembly techniques are employed in the EMS industry:
surface mount technology ("SMT"), which accounts for the majority of
manufacturing; and through-hole technology. Management believes that the
low-to-medium volume EMS market is continuing to move toward SMT as the
preferred manufacturing technique, mainly because semiconductors have
continued to decline in size, thereby lowering manufacturing tolerances. The
Company's production processes are predominantly SMT.
Description of EMS Products and Services
Production of electronic assemblies for a customer is only performed
when a firm order is received and accepted. Customer cancellations of orders
are infrequent and are usually subject to cancellation charges. More often,
a customer will delay shipment of orders based on its actual or anticipated
needs. Electronic assemblies are produced based on one of two general
methods, either "turnkey" (where the Company provides all materials, labor
and equipment associated with producing the customers' product) or
"consigned" (where the Company provides only labor and equipment for
manufacturing electronic assemblies and the customer provides the materials).
The Company's EMS operations provide both turnkey and consignment
electronics manufacturing services using surface mount and through-hole
interconnection technologies. The Company conducts its domestic business
through its facilities in Thousand Oaks, San Diego and Fort Lauderdale, and
its European business through its SMTEK Europe Limited subsidiary in Northern
Ireland. The Company's EMS operations do not fabricate any of the components
used in these processes.
The materials procurement element of the Company's turnkey services
consists of the planning, purchasing, expediting, warehousing and financing
of the components and materials required to assemble a board-level or system-
level assembly. Customers have increasingly required the Company and other
EMS providers to purchase some or all components directly from component
manufacturers or distributors and to finance the components and materials.
In establishing a turnkey relationship with an EMS provider, a customer
typically incurs costs in qualifying that EMS provider and, in some cases,
its sources of component supply, to refine product design and to develop
mutually compatible information and reporting systems. With this
relationship established, the Company believes that customers experience
significant difficulty in expeditiously and effectively reassigning a turnkey
project to a new assembler or in taking on the project themselves. At the
same time, the Company faces the obstacle of attracting new customers away
from existing EMS providers, or from the customers' in-house assembly
operations.
RISK FACTORS
Due to the risk factors noted below and elsewhere in this Form 10-K and
other filings by the Company with the Securities and Exchange Commission, the
Company's future earnings and stock price may be subject to significant
volatility, particularly on a quarterly basis. Furthermore, the Company
participates in a highly dynamic and competitive industry, which can result
in volatility of the Company's common stock price. The Company's results of
operations may be affected by several other risk factors as described below:
Fluctuation in Operating Results
The Company's operating results are affected by a number of factors,
including the timing of orders from and shipments to major customers,
availability of materials and components, the volume of orders relative to
the Company's capacity, timing of expenditures in anticipation of future
sales, the gain or loss of significant customers, variations in the mix
between consignment and turnkey arrangements with customers, variations in
the demand for products in the industries served by the Company, and general
economic conditions. Operating results can also be significantly influenced
by the development and introduction of new products or technologies by the
Company's customers, or such customer's competitors, which may materially and
adversely affect the demand for the Company's services. Variations in the
size and delivery schedules of purchase orders received by the Company,
changes in customers' delivery requirements, or the rescheduling or
cancellation of orders and commitments may result in substantial fluctuations
of revenues, backlog and profits from period to period.
A significant portion of the Company's expenses is relatively fixed in
nature and planned expenditures are based in part on anticipated orders. The
inability to adjust expenditures quickly enough to compensate for a decline
in net sales may magnify the adverse impact of such decline in the Company's
results of operations. Also, the Company may not be able to respond quickly
if there is a sudden increase of demand for its services as the Company may
require additional capital expenditures and personnel to handle this
additional capacity.
Concentration of Customers
The Company's customer base is highly concentrated. For fiscal years
ended June 30, 2000, 1999 and 1998, the Company's three largest customers, as
a percentage of total revenue, are as follows:
Year Ended June 30,
--------------------------
2000 1999 1998
------ ------ ------
First largest customer 15.5% 23.8% 23.7%
Second largest customer 13.5 11.4 16.4
Third largest customer 10.2 7.5 16.4
The Company anticipates that a significant portion of its sales will continue
to be concentrated in a relatively few number of customers for the
foreseeable future.
Unavailability of Components and Materials
Components and material used by the Company in producing surface mount
assemblies and turnkey solutions are purchased by the Company from approved
suppliers. Any failure on the part of these suppliers to deliver required
components to the Company or any failure of such components to meet
performance requirements could impair the Company's ability to meet scheduled
shipment dates and could delay sales of systems by the Company and, thereby,
adversely affect the Company's business, financial condition and results of
operations. The Company has in the past experienced shortages of certain
types of electronic components, and may experience shortages of certain
electronic components that are customer-supplied or are in short supply
generally within the electronics industry. Currently, the Company is
experiencing such shortages.
In addition, the Company's customers may specify the particular
manufacturers and components, such as the Intel Pentium microprocessor, to be
used in the assembly process. To the extent these components are not
available on a timely basis or are in short supply because of allocations
imposed by the component manufacturer, and the customer is unwilling to
accept a substitute component, delays may occur. Such delays are experienced
in the EMS business from time to time and have caused sales and inventory
fluctuations in the Company's business. Currently, the Company is
experiencing such delays.
Component shortages or price fluctuations, to the extent not absorbed by
customers under their agreements with the Company, could have a material
adverse effect on the Company's business, financial condition and results of
operations. Certain components used in a number of the Company's customer
programs are obtained from sole source suppliers.
Variability of Customer Requirements
The level and timing of purchase orders placed by the Company's
customers are affected by a number of factors, including variation in demand
for the customer's products, customer attempts to manage inventory and
changes in the customer's manufacturing strategies. Many of these factors
are outside of the control of the Company. Generally, customers may cancel,
reduce or delay purchase orders and commitments without penalty, except for
payment for services rendered, materials purchased or procured and, in
certain circumstances, charges associated with such cancellation, reduction
or delay. Significant or numerous cancellations, reductions or delays in
orders by customers, or inability by customers to pay for services provided
by the Company or to pay for components and materials purchased by the
Company on such customer's behalf, have adversely affected the Company's
business, financial condition and results of operations in the past and could
have a material adverse effect on the Company's business, financial condition
and results of operations in the future.
MARKETS AND CUSTOMERS
The Company's sales and the percentage of its consolidated sales to the
principal end-user markets it serves for the last three fiscal years were as
follows (dollars in thousands):
Year ended June 30,
------------------------------------------------------
Markets 2000 1999 1998
- -------------------- --------------- --------------- ---------------
Industrial controls
& instrumentation $13,542 19.3% $ 7,225 14.1% $ 2,568 5.8%
Medical 12,985 18.5 4,311 8.4 2,649 5.9
Financial services
automation 10,803 15.4 3,464 6.8 7,344 16.4
Defense 10,315 14.7 6,776 13.2 4,258 9.5
Computer 8,471 12.0 1,948 3.8 4,170 9.3
Telecommunications 6,110 8.7 9,683 18.9 8,241 18.4
Commercial avionics 5,234 7.4 15,130 29.6 11,333 25.4
Space and satellites 115 0.2 1,540 3.0 2,729 6.1
Other 2,677 3.8 1,098 2.2 1,398 3.2
------- ----- ------- ----- ------- -----
Total $70,252 100.0% $51,175 100.0% $44,690 100.0%
======= ===== ======= ===== ======= =====
See Note 11 to the consolidated financial statements for information on
the Company's revenues and long-lived assets by geographical area.
The Company markets its EMS services through both direct sales personnel
and through representatives from independent manufacturers. The Company's
marketing strategy is to develop close relationships with, and to increase
sales to, certain existing and new major OEM customers. This includes
becoming involved at an early stage in the design of these customers' new
products. The Company believes that this strategy is necessary to keep
abreast of rapidly changing technological needs and to develop new EMS
processes, thereby enhancing the Company's EMS capabilities and its position
in the industry. As a result of this strategy, however, fluctuations
experienced by one or more of these customers in demand for their products
may have and have had adverse effects on the Company's sales and
profitability.
INDUSTRY CONDITIONS AND COMPETITION
The markets in which the EMS business operate are intensely competitive
and have experienced excess production capacity for many years. Seasonality
is not a significant factor in the EMS business. Competition is principally
based on price, product quality, technical capability and the ability to
deliver products on schedule. Both the price of and the demand for EMS are
sensitive to economic conditions, changing technologies and other factors.
The technology used in EMS is widely available, and there are a large number
of domestic and foreign competitors. Many of these firms are larger than the
Company and have significantly greater financial, marketing and other
resources. Many of the Company's competitors have also made substantial
capital expenditures in recent years and operate technologically advanced EMS
facilities. Furthermore, some of the Company's customers have substantial
in-house EMS capabilities. There is a risk that when these customers are
operating at less than full capacity they will use their own facilities
rather than contract with the Company. Despite this risk, management
believes that the Company has not experienced a significant loss of business
to OEMs' captive assembly operations.
BACKLOG
At June 30, 2000, 1999 and 1998, the Company's backlog for its EMS
operations was $53,399,000, $38,670,000 and $35,104,000, respectively.
Backlog is comprised of orders believed to be firm for products that have
scheduled shipment dates during the next 12 months. A substantial portion of
the backlog is expected to be shipped within 180 days. Some orders in the
backlog may be cancelled under certain conditions. In addition, the timing
of orders from major customers may result in significant fluctuations in the
Company's backlog and operating results from period to period. Accordingly,
the Company believes that backlog may not be a reliable indicator of future
operating results.
ENVIRONMENTAL REGULATION
The Company is currently involved in certain remediation and
investigative studies regarding soil and groundwater contamination at the
site of a former PCB manufacturing plant in Anaheim, California which was
leased by one of the Company's former subsidiaries, Aeroscientific Corp.
Under the terms of a cost sharing agreement entered into several years ago,
the remaining remediation costs are expected to be borne on a 50-50 basis
between the Company and the property owner. At June 30, 2000, the Company
had a reserve of $447,000 for future remediation costs. Management, based in
part on consultations with outside environmental engineers and scientists,
believes that this reserve is adequate to cover its share of future
remediation costs at this site. It is possible, however, that these future
remediation costs could differ significantly from the estimates, and that the
Company's portion could significantly exceed the amount of its reserve. The
Company's liability for remediation in excess of its reserve could have a
material adverse impact on its business, financial condition and results of
operations.
EMPLOYEES
At June 30, 2000, the Company had approximately 575 employees.
Item 2. PROPERTIES
The following table lists principal plants and properties of the
Company:
Owned
Square or
Location Footage Leased Use
- --------------------------- ------- ------ ------------------
Thousand Oaks, California 45,000 Leased Executive offices,
assembly plant
San Diego, California 18,000 Leased Assembly plant
Fort Lauderdale, Florida 8,400 Leased Assembly plant
Craigavon, Northern Ireland 67,000 Owned Assembly plant
The Northern Ireland property is pledged as security for an installment
loan payable to the Industrial Development Board ("IDB") for Northern
Ireland, from which the property was purchased. This loan had an outstanding
balance of approximately $747,000 at June 30, 2000.
Item 3. LEGAL PROCEEDINGS
In October 1999, a lawsuit was filed against the Company by two of its
shareholders in the Superior Court of Ventura County, California. The action
purports to arise out of the merger of the Company with Jolt in June 1998.
The lawsuit asserts claims against the Company and certain of its present and
former officers and directors and an income tax advisor for breach of
contract, common law fraud, and violation of the California Corporate
Securities Act. The lawsuit seeks damages in the amount of $3,500,000.
Certain individual director or officer defendants have been dismissed or
the court has ordered them to be dismissed. The action is now proceeding in
discovery against the Company, the remaining officers and directors, and
the income tax advisor. No trial date has been set at this time.
The Company denies the allegations asserted in the lawsuit and is
engaged in a vigorous defense of the matter. The Company believes that the
plaintiffs' claims lack merit. Consequently, no amounts have been accrued in
the consolidated financial statements for the potential outcome of this
litigation at this time.
Although the Company denies the allegations in the matter, there can be
no assurance that the Company will prevail. An unfavorable result could
adversely affect the Company's business, results of operations and/or
financial condition.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders during
the three months ended June 30, 2000.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information set forth under the caption "Market and Dividend
Information" in the Company's 2000 Annual Report to Stockholders is
incorporated herein by reference and made a part hereof.
Item 6. SELECTED FINANCIAL DATA
The information set forth under the caption "Five-Year Financial
Summary" in the Company's 2000 Annual Report to Stockholders is incorporated
herein by reference and made a part hereof.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information set forth under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" ("MD&A") in the
Company's 2000 Annual Report to Stockholders is incorporated herein by
reference and made a part hereof.
Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's financial instruments include cash and cash equivalents,
accounts receivable, and short-term and long-term debt. At June 30, 2000,
the carrying amount of long-term debt (including current portion thereof) was
$7,103,000 and the fair value was $6,629,000. The carrying values of the
Company's other financial instruments approximated their fair values. The
fair value of the Company's financial instruments is estimated based on
quoted market prices for the same or similar issues. See Note 6 to the
accompanying consolidated financial statements for maturities of long-term
debt for the next five years. A change in interest rates of one percent
would result in an annual impact on interest expense of approximately
$90,000.
It is the policy of the Company not to enter into derivative financial
instruments for speculative purposes. The Company, from time to time, may
enter into foreign currency forward exchange contracts in an effort to
protect itself from adverse currency rate fluctuations on foreign currency
commitments entered into in the ordinary course of business. These
commitments are generally for terms of less than one year. The foreign
currency forward exchange contracts are executed with banks believed to be
creditworthy and are denominated in currencies of major industrial countries.
Any gain or loss incurred on foreign currency forward exchange contracts is
offset by the effects of currency movements on the respective underlying
hedged transactions. The Company did not have any open foreign currency
forward exchange contracts at June 30, 2000.
A portion of the Company's operations consists of an investment in a
foreign subsidiary. As a result, the Company's financial results have been
and may continue to be affected by changes in foreign currency exchange
rates.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the financial statements later in this Report under
Item 14(a)(1).
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This information is incorporated by reference to the Company's proxy
statement for its 2000 Annual Meeting of Stockholders.
Item 11. EXECUTIVE COMPENSATION
This information is incorporated by reference to the Company's proxy
statement for its 2000 Annual Meeting of Stockholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference to the Company's proxy
statement for its 2000 Annual Meeting of Stockholders.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference to the Company's proxy
statement for its 2000 Annual Meeting of Stockholders.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS OF FORM 8-K
2000 Annual
Report to
Stockholders
------------
(a)(1) List of Financial Statements
List of data incorporated by reference:
Report of KPMG LLP on consolidated
financial statements 14
Consolidated balance sheets as of June 30, 2000
and 1999 15
Consolidated statements of operations and
comprehensive income (loss) for the years
ended June 30, 2000, 1999 and 1998 17
Consolidated statements of cash flows for the
years ended June 30, 2000, 1999 and 1998 18
Consolidated statements of stockholders'
equity for the years ended June 30,
2000, 1999 and 1998 19
Notes to consolidated financial statements 20
(a)(2) Financial Statement Schedules
The financial statement schedules are omitted
because they are either not applicable or the
information is included in the notes to
consolidated financial statements.
Form 10-K
---------
(a)(3) List of Exhibits:
Exhibit Index 14
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the
quarter ended June 30, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on August 25,
2000.
SMTEK INTERNATIONAL, INC.
/s/ Gregory L. Horton
-----------------------
Gregory L. Horton
Chief Executive Officer,
President and Chairman
of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
/s/ Gregory L. Horton Chief Executive Officer, August 25, 2000
- ----------------------- President and Chairman -------------------
Gregory L. Horton of the Board (principal
executive officer)
/s/ Richard K. Vitelle Vice President-Finance and August 25, 2000
- ----------------------- Administration, Chief -------------------
Richard K. Vitelle Financial Officer and
Treasurer (principal
financial officer)
Director
- ----------------------- -------------------
Clay M. Biddinger
/s/ James P. Burgess Director August 23, 2000
- ----------------------- -------------------
James P. Burgess
/s/ Bruce E. Kanter Director August 23, 2000
- ----------------------- -------------------
Bruce E. Kanter
/s/ Oscar B. Marx Director August 23, 2000
- ----------------------- -------------------
Oscar B. Marx III
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.1 Agreement and Plan of Merger dated May 28, 1998 among the Company,
Jolt Technology, Inc. and the shareholders of Jolt Technology, Inc.
(incorporated by reference to Appendix A of the Company's
Definitive Proxy Statement dated June 12, 1998)
2.2 Stock Purchase Agreement dated January 24, 1999 between SMTEK
International, Inc. and the shareholders of Technetics, Inc.
(incorporated by reference to Exhibit 99-1 of the Company's
Current Report on Form 8-K filed on February 12, 1999).
2.3 Agreement dated November 12, 1999 between DDL Europe, Ltd. (a
subsidiary of the Company) and Fast Track Circuits, Ltd. for the
sale of the capital stock of Irlandus Circuits, Ltd. (incorporated
by reference to Exhibit 10.1 of the Company's Current Report on
Form 8-K filed on December 28, 1999.)
3.1 Amended and Restated Certificate of Incorporation of SMTEK
International, Inc. (incorporated by reference to Exhibit 3.1
of the Company's 1999 Annual Report on Form 10-K).
3.2 Bylaws of the Company, amended and restated effective August
23, 2000.
4.1 Indenture dated July 15, 1988, applicable to the Company's
8-1/2% Convertible Subordinated Debentures due August 1, 2008
(incorporated by reference to Exhibit 4-c of the Company's 1988
Annual Report on Form 10-K).
4.1.1 Supplemental Indenture relating to the Company's 8-1/2%
Convertible Subordinated Debentures due August 1, 2008
(incorporated by reference to Exhibit 4-b of the Company's
1991 Annual Report on Form 10-K).
4.2 Indenture relating to the Company's 7% Convertible
Subordinated Debentures due 2001 (incorporated by reference to
Exhibit 4-c of the Company's 1991 Annual Report on Form 10-K).
4.3 Form of Series E Warrant dated February 29, 1996 covering an
aggregate 1,500,000 shares and expiring on February 28, 2001
(incorporated by reference to Exhibit 4-n of the Company's
Registration Statement on Form S-3, Commission File No.
333-02969).
10.1 1993 Stock Incentive Plan (incorporated by reference to
Exhibit 4.7 of the Company's Registration Statement on Form
S-8, Commission file No. 33-74400).
10.2 Amended and Restated 1996 Stock Incentive Plan (incorporated by
reference to Exhibit A of the Company's Proxy Statement for the
fiscal 1999 Annual Stockholders Meeting).
10.3 Amended and Restated 1998 Non-Employee Directors Stock Plan
(incorporated by reference to Exhibit B of the Company's Proxy
Statement for the fiscal 1999 Annual Stockholders Meeting).
10.4 Standard Industrial Lease-Net dated August 1, 1984, among the
Company, Aeroscientific Corp., and Bradmore Realty Investment
Company, Ltd. (incorporated by reference to Exhibit 10-w of
the Company's 1990 Annual Report on Form 10-K).
10.4.1 Second Amendment to Lease among Bradmore Realty Investment
Company, Ltd., the Company and the Company's Aeroscientific
Corp. subsidiary, dated July 2, 1993 (incorporated by
reference to Exhibit 10-cd of Registration Statement No.
33-63618).
10.5 Grant Agreement dated August 29, 1989, between SMTEK Europe
Limited (fka DDL Electronics Limited) and the IDB for Northern
Ireland ("IDB") (incorporated by reference to Exhibit 10.29 of
the Company's Registration Statement No. 33-39115).
10.5.1 Agreement dated May 2, 1996, between SMTEK Europe Limited
and the IDB amending the Grant Agreement dated August 29,
1989 (incorporated by reference to Exhibit 10.11.1 filed with
the Company's 1996 Annual Report on Form 10-K).
10.6 Employment Agreement dated September 12, 1996 between the
Company and Richard K. Vitelle (incorporated by reference to
Exhibit 10.15 filed with the Company's 1996 Annual Report on
Form 10-K).
11 Statement re Computation of Per Share Earnings (incorporated by
reference to Note 9 to the consolidated financial statements of
the 2000 Annual Report to Stockholders).
13 Annual Report to security holders.
21 Subsidiaries of the Registrant.
23 Consent of KPMG LLP.
27 Financial Data Schedule.
99 Undertaking for Form S-8 Registration Statement.