As filed with the Securities and Exchange Commission on August 23, 2001
File No. 333-33208
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
SMTC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 98-0197680
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
635 Hood Road
Markham, Ontario
Canada L3R 4N6
(905) 479-1810
(Address, Including Zip Code and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Paul Walker
President
SMTC Corporation
635 Hood Road
Markham, Ontario
Canada L3R 4N6
(905) 479-1810
------------------------------
(Name, Address, Including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
With a copy to:
Alfred O. Rose, Esq.
Ropes & Gray
One International Place
Boston, MA 02110-2624
(617) 951-7000
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Title of Shares Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered Offering Price Aggregate Offering Registration Fee
Per Share (2) Price (2)
------------------------------------------------------------------------------------------------------------------
Common Stock,
$0.01 par value
per share 12,650,000(1) $16.00 $202,400,000 $53,434(3)
------------------------------------------------------------------------------------------------------------------
/(1)/ Of the 12,650,000 shares registered by this registration statement,
4,365,000 shares were registered to be issued in exchange for exchangeable
shares of SMTC Manufacturing Corporation of Canada, one of our
subsidiaries.
/(2)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
/(3)/ $33,000 was paid on March 20, 2000, $7,750 was paid on May 23, 2000, $160
was paid on June 19, 2000 and $12,524 was paid on July 20, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
DATED AUGUST 23, 2001
PROSPECTUS
4,375,000 Shares
SMTC CORPORATION
Common Stock
The shares of our common stock offered by this prospectus will be issued in
exchange for exchangeable shares of SMTC Corporation of Canada, or SMTC Canada,
one of our subsidiaries. We are bearing the expenses of registration of the
shares in this prospectus.
Our shares of common stock have been approved for quotation on the NASDAQ
National Market under the symbol "SMTX". The exchangeable shares are traded on
the Toronto Stock Exchange under the symbol "SMX". On August 22, 2001 the
closing sale price of the common stock on Nasdaq was $2.60 per share.
____________________
Investing in our common stock involves risks. "Risk Factors" begin on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
____________________
The date of this prospectus is August 23, 2001.
You should rely on the information contained in this prospectus. We have not
authorized anyone to provide you with information that is different from that
contained in this prospectus. We are offering to exchange exchangeable shares
of SMTC Canada for shares of our common stock only in jurisdictions where such
exchanges are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of shares of our common stock.
PROSPECTUS SUMMARY
This prospectus contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those discussed
in the forward-looking statements as a result of factors described under "Risk
Factors" and elsewhere in this prospectus.
SMTC Corporation
We are a leading provider of advanced electronics manufacturing services,
or EMS, to electronics industry original equipment manufacturers, or OEMs,
worldwide. We service our customers through ten manufacturing and technology
centers strategically located in key technology corridors in the United States,
Canada, Europe and a cost-effective region of Mexico. Our full range of value-
added services include product design, procurement, prototyping, assembly, test,
final system build, comprehensive supply chain management, packaging, global
distribution and after-sales support. Our business is focused on the
communications, networking and computing sectors. We believe we are well-
positioned to capitalize on the significant market opportunity to provide
advanced EMS solutions to OEMs on a global basis.
We have customer relationships with over 50 OEMs, many of which date back
more than five years. Our customers include industry leading OEMs such as
Alcatel, Dell, EMC, IBM and Lucent Technologies. We developed these
relationships by capitalizing on the continuing trend of OEMs to outsource
manufacturing services, to consolidate their supply base and to form long-term
strategic partnerships with selected high quality EMS providers. We also have
relationships with a number of emerging companies in the high-growth
communications and networking sectors, including Cobalt Networks (now part of
Sun Microsystems), Netopia, and Sycamore Networks. In 2000, approximately 79% of
our pro forma revenue was generated from the communications and networking
sectors. We expect to continue to grow our business both through the addition of
new, high quality customers and the expansion of our relationships with our
existing customers.
Since 1995 we and our predecessors have completed eight acquisitions and
one new site development which have substantially expanded our geographic reach,
added manufacturing capacity, enabled us to diversify into new markets and
broadened our technological capabilities and service offerings. Our corporate
structure is the result of the July 1999 combination of the former SMTC
Corporation, or Surface Mount, and HTM Holdings, Inc., or HTM. Combining
Toronto, Ontario based Surface Mount and Denver, Colorado based HTM provided us
with increased strategic and operating scale and greater geographic breadth.
After the combination, we purchased Zenith Electronics' facility in Chihuahua,
Mexico, which expanded our cost-effective manufacturing capabilities in an
important geographic region. In September 1999, we established a manufacturing
presence in the Northeastern United States and expanded our value-added services
to include high precision enclosures capabilities by acquiring Boston,
Massachusetts based W.F. Wood, Incorporated, or W.F. Wood. In July 2000, we
acquired Pensar Corporation, or Pensar, an EMS company specializing in design
engineering headquartered in Appleton, Wisconsin. In November 2000, we acquired
Qualtron Teoranta, or Qualtron, a provider of specialized cable and harness
assemblies, based in Donegal, Ireland and Haverhill, Massachusetts. We intend to
continue to capitalize on the attractive acquisition opportunities that exist in
the EMS marketplace.
Our Solutions
Our solutions capitalize on our technological capabilities and the service
offerings we deliver to OEMs. Key elements of our solutions include:
. Customer focused Team Oriented Production System, or T.O.P.S. Our cross-
functional teams work as customer-focused business units without
departmental barriers. As a result, we are able to tailor the
manufacturing process for each customer resulting in reduced cycle times
and quick time-to-market capabilities.
. Comprehensive Supply Chain Management; Web-based System. Our supply chain
management expertise enables us to rapidly scale operations to meet
customer needs, shift capacity in response to product demand
fluctuations, reduce material costs and effectively distribute products
to our customers or their end-customers. In addition, we have available
and are implementing a web-based supply chain management system which
allows us to communicate, collaborate and plan with our suppliers and
customers in real time.
. Fully Integrated Worldwide Factories. Our global reach enables us to
provide OEMs with the flexibility to manufacture products locally in
several regions of the world. All of our assembly locations operate under
the same model and with the same systems, allowing customers to
seamlessly transfer their production from one of our facilities to
another. This gives our customers greater flexibility to transfer
production to the facility that suits their needs, enhances communication
among facilities and allows our employees to work effectively at any of
our sites.
-1-
Our Strategy
Our objective is to enhance our position as a leading EMS provider to OEMs
worldwide. We intend to achieve this objective by pursuing the following
strategies:
. Expand our global presence in strategic markets;
. Continue to provide leading edge supply chain management capabilities;
. Strengthen our relationships with leading and emerging global OEMs in
attractive EMS segments;
. Provide advanced technological capabilities and comprehensive service
offerings; and
. Pursue selective acquisition opportunities, including asset divestitures
by OEMs.
Initial Public Offering
On July 27, 2000, we consummated an initial public offering of 6,625,000
shares of our common stock and 4,375,000 exchangeable shares of our subsidiary
SMTC Manufacturing Corporation of Canada, or SMTC Canada. Each exchangeable
share of SMTC Canada is exchangeable at the option of the holder at any time
into one share of our common stock, subject to compliance with applicable
securities laws.
On August 18, 2000, we sold an additional 1,650,000 shares of common stock
upon exercise of the underwriters' over-allotment option.
Address
SMTC Corporation is a Delaware corporation incorporated in 1998. Our
principal executive office is located at 635 Hood Road, Markham, Ontario, Canada
L3R 4N6 and our telephone number is (905) 479-1810. We maintain a website on
the Internet at www.smtc.com. Our website, and the information contained
therein, is not a part of this prospectus.
The Offering
Common Stock offered by SMTC in exchange for the
outstanding exchangeable shares of SMTC Canada..................... 4,375,000 shares
Use of proceeds................................................... SMTC will not receive any proceeds from the exchange of the
exchangeable shares of SMTC Canada into shares of common
stock.
Nasdaq National Market symbol for common stock..................... SMTX
Exchange Procedure
Holders of exchangeable shares may initiate the exchange of their exchangeable
shares for common stock by exercising their retraction rights. The retraction
right is exercised by presenting to SMTC Canada or to CIBC Mellon Trust Company,
as trustee, (i) a certificate or certificates representing the number of
exchangeable shares the holder desires to retract; (ii) a duly executed
retraction request indicating the number of exchangeable shares the holder
desires to retract and the retraction date; and (iii) such other documents as
may be required to effect the retraction of the retracted exchangeable shares.
A holder wishing to exercise the retraction right must present these documents
to SMTC Canada or to the trustee at least 10 business days prior to the
retraction date specified in the retraction request. The retraction rights of
holders of exchangeable shares and the retraction procedure are described in
greater detail under "Certain Details of the Exchangeable Shares."
FORWARD-LOOKING STATEMENTS
A number of the matters and subject areas discussed in this prospectus are
forward-looking in nature. The discussion of such matters and subject areas is
qualified by the inherent risks and uncertainties surrounding future
expectations generally;
-2-
these expectations may differ materially from SMTC's actual future experience
involving any one or more of such matters and subject areas. SMTC cautions
readers that all statements other than statements of historical facts included
in this prospectus regarding SMTC's financial position and business strategy may
constitute forward-looking statements. All of these forward-looking statements
are based upon estimates and assumptions made by SMTC's management, which
although believed to be reasonable, are inherently uncertain. Therefore, undue
reliance should not be placed on such estimates and statements. No assurance can
be given that any of such estimates or statements will be realized, and it is
likely that actual results will differ materially from those contemplated by
such forward-looking statements. Factors that may cause such differences
include: (1) increased competition; (2) increased costs; (3) the inability to
consummate business acquisitions on attractive terms; (4) the loss or retirement
of key members of management; (5) increases in SMTC's cost of borrowings or lack
of availability of additional debt or equity capital on terms considered
reasonable by management; (6) adverse state, federal or foreign legislation or
regulation or adverse determinations by regulators; (7) changes in general
economic conditions in the markets in which SMTC may compete and fluctuations in
demand in the electronics industry; (8) the inability to manage inventory levels
efficiently in light of changes in market conditions; and (9) the inability to
sustain historical margins as the industry develops. SMTC has attempted to
identify certain of the factors that it currently believes may cause actual
future experiences to differ from SMTC's current expectations regarding the
relevant matter or subject area. In addition to the items specifically discussed
in the foregoing, SMTC's business and results of operations are subject to the
risks and uncertainties described under the heading "Risk Factors and Factors
That May Affect Future Results" below. The operations and results of SMTC's
business may also be subject to the effect of other risks and uncertainties.
Such risks and uncertainties include, but are not limited to, items described
from time to time in SMTC's reports filed with the Securities and Exchange
Commission (the "SEC" or the "Commission").
RISK FACTORS AND FACTORS THAT MAY AFFECT FUTURE RESULTS
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
A majority of our revenue comes from a small number of customers; if we lose any
of our largest customers, our revenue could decline significantly.
Our largest customer in the six months ended July 1, 2001 was IBM, which
represented approximately 14.9% of our total revenue for such period. Our next
five largest customers collectively represented an additional 34.8% of our total
revenue in the first six months of 2001. We expect to continue to depend upon a
relatively small number of customers for a significant percentage of our
revenue. In addition to having a limited number of customers, we manufacture a
limited number of products for each of our customers. If we lose any of our
largest customers or any product line manufactured for one of our largest
customers, we could experience a significant reduction in our revenue. Also,
the insolvency of one or more of our largest customers or the inability of one
or more of our largest customers to pay for its orders could decrease revenue.
As many of our costs and operating expenses are relatively fixed, a reduction in
net revenue can decrease our profit margins and adversely affect our business,
financial condition and results of operations.
Our industry is very competitive and we may not be successful if we fail to
compete effectively.
The electronics manufacturing services (EMS) industry is highly competitive.
We compete against numerous domestic and foreign EMS providers including
Celestica Inc., Flextronics International Ltd., Jabil Circuit, Inc., SCI
Systems, Inc. and Solectron Corporation. In addition, we may in the future
encounter competition from other large electronics manufacturers that are
selling, or may begin to sell, electronics manufacturing services. Many of our
competitors have international operations, and some may have substantially
greater manufacturing, financial research and development and marketing
resources and lower cost structures than we do. We also face competition from
the manufacturing operations of current and potential customers, which are
continually evaluating the merits of manufacturing products internally versus
the advantages of using external manufacturers.
We may experience variability in our operating results, which could negatively
impact the price of our shares.
Our annual and quarterly results have fluctuated in the past. The reasons for
these fluctuations may similarly affect us in the future. Historically, our
calendar fourth quarter revenue has been highest and our calendar first quarter
revenue has been lowest. Prospective investors should not rely on results of
operations in any past period to indicate what our results will be for any
future period. Our operating results may fluctuate in the future as a result of
many factors, including:
. variations in the timing and volume of customer orders relative to our
manufacturing capacity;
. variations in the timing of shipments of products to customers;
-3-
. introduction and market acceptance of our customers' new products;
. changes in demand for our customers' existing products;
. the accuracy of our customers' forecasts of future production
requirements;
. effectiveness in managing our manufacturing processes and inventory
levels;
. changes in competitive and economic conditions generally or in our
customers' markets;
. changes in the cost or availability of components or skilled labor;
and
. the timing of, and the price we pay for, acquisitions and related
integration costs.
In addition, most of our customers typically do not commit to firm production
schedules more than 30 to 90 days in advance. Accordingly, we cannot forecast
the level of customer orders with certainty. This makes it difficult to
schedule production and maximize utilization of our manufacturing capacity. In
the past, we have been required to increase staffing, purchase materials and
incur other expenses to meet the anticipated demand of our customers. Sometimes
anticipated orders from certain customers have failed to materialize, and
sometimes delivery schedules have been deferred as a result of changes in a
customer's business needs. Any material delay, cancellation or reduction of
orders from our largest customers could cause our revenue to decline
significantly. In addition, as many of our costs and operating expenses are
relatively fixed, a reduction in customer demand can decrease our gross margins
and adversely affect our business, financial condition and results of
operations. On other occasions, customers have required rapid and unexpected
increases in production, which have placed burdens on our manufacturing
capacity. Any of these factors or a combination of these factors could have a
material adverse effect on our business, financial condition and results of
operations.
We are dependent upon the electronics industry, which produces technologically
advanced products with short life cycles.
Substantially all of our customers are in the electronics industry, which is
characterized by intense competition, short product life-cycles and significant
fluctuations in product demand. In addition, the electronics industry is
generally subject to rapid technological change and product obsolescence. If
our customers are unable to create products that keep pace with the changing
technological environment, their products could become obsolete and the demand
for our services could significantly decline. Our success is largely dependent
on the success achieved by our customers in developing and marketing their
products. Furthermore, this industry is subject to economic cycles and has in
the past experienced downturns. The downturn in the electronics industry that
began in the first quarter of 2001 has adversely affected us. A future
recession or a downturn in the electronics industry would also likely have a
material adverse effect on our business, financial condition and results of
operations.
Shortage or price fluctuation in component parts specified by our customers
could delay product shipment and affect our profitability.
A substantial portion of our revenue is derived from "turnkey" manufacturing.
In turnkey manufacturing, we provide both the materials and the manufacturing
services. If we fail to manage our inventory effectively, we may bear the risk
of fluctuations in materials costs, scrap and excess inventory, all of which can
have a material adverse effect on our business, financial condition and results
of operations. We are required to forecast our future inventory needs based
upon the anticipated demands of our customers. Inaccuracies in making these
forecasts or estimates could result in a shortage or an excess of materials. In
addition, delays, cancellations or reductions of orders by our customers could
result in an excess of materials. A shortage of materials could lengthen
production schedules and increase costs. An excess of materials may increase
the costs of maintaining inventory and may increase the risk of inventory
obsolescence, both of which may increase expenses and decrease profit margins
and operating income. Many of the products we manufacture require one or more
components that we order from sole-source suppliers. Supply shortages for a
particular component can delay productions of all products using that component
or cause cost increases in the services we provide. In addition, in the past,
some of the materials we use, such as memory and logic devices, have been
subject to industry-wide shortages. As a result, suppliers have been forced to
allocate available quantities among their customers and we have not been able to
obtain all of the materials desired. Our inability to obtain these needed
materials could slow production or assembly, delay shipments to our customers,
increase costs and reduce operating income. Also, we may bear the risk of
periodic component price increases. Accordingly, some component price increases
could increase costs and reduce operating income. Also we rely on a variety of
common carriers for materials transportation, and we route materials through
various world ports. A work stoppage, strike or shutdown of a major port or
airport could result in
-4-
manufacturing and shipping delays or expediting charges, which could have a
material adverse effect on our business, financial condition and results of
operations.
We have experienced significant growth in a short period of time and may have
trouble integrating acquired businesses and managing our expansion.
Since 1996, we have completed eight acquisitions. Acquisitions may involve
numerous risks, including difficulty in integrating operations, technologies,
systems, and products and services of acquired companies; diversion of
management's attention and disruption of operations; increased expenses and
working capital requirements; entering markets in which we have limited or no
prior experience and where competitors in such markets have stronger market
positions; and the potential loss of key employees and customers of acquired
companies. In addition, acquisitions may involve financial risks, such as the
potential liabilities of the acquired businesses, the dilutive effect of the
issuance of additional equity securities, the incurrence of additional debt, the
financial impact of transaction expenses and the amortization of goodwill and
other intangible assets involved in any transactions that are accounted for
using the purchase method of accounting, and possible adverse tax and accounting
effects. We have a limited history of owning and operating our acquired
businesses on a consolidated basis. There can be no assurance that we will be
able to meet performance expectations or successfully integrate our acquired
businesses on a timely basis without disrupting the quality and reliability of
service to our customers or diverting management resources. Our rapid growth
has placed and will continue to place a significant strain on management, on our
financial resources, and on our information, operating and financial systems.
If we are unable to manage this growth effectively, it may have a material
adverse effect on our business, financial condition and results of operations.
Our acquisition strategy may not succeed.
As part of our business strategy, we expect to continue to grow by pursuing
acquisitions of other companies, assets or product lines that complement or
expand our existing business. Competition for attractive companies in our
industry is substantial. We cannot assure you that we will be able to identify
suitable acquisition candidates or finance and complete transactions that we
select. Our failure to execute our acquisition strategy may have a material
adverse effect on our business, financial condition and results of operations.
Also, if we are not able to successfully complete acquisitions, we may not be
able to compete with larger EMS providers who are able to provide a total
customer solution.
If we do not effectively manage the expansion of our operations, our business
may be harmed.
We have grown rapidly in recent periods, and this growth may be difficult to
sustain. Internal growth and further expansion of services may require us to
expand our existing operations and relationships. We plan to expand our design
and development services and our manufacturing capacity by expanding our
facilities and by adding new equipment. Expansion has caused, and is expected
to continue to cause, strain on our infrastructure, including our managerial,
technical, financial and other resources. Our ability to manage future growth
effectively will require us to attract, train, motivate and manage new employees
successfully, to integrate new employees into our operations and to continue to
improve our operational and information systems. We may experience
inefficiencies as we integrate new operations and manage geographically
dispersed operations. We may incur cost overruns. We may encounter
construction delays, equipment delays or shortages, labor shortages and
disputes, and production start-up problems that could adversely affect our
growth and our ability to meet customers' delivery schedules. We may not be
able to obtain funds for this expansion on acceptable terms or at all. In
addition, we expect to incur new fixed operating expenses associated with our
expansion efforts, including increases in depreciation expense and rental
expense. If our revenue does not increase sufficiently to offset these
expenses, our business, financial condition and results of operations would be
materially adversely affected.
If we are unable to respond to rapidly changing technology and process
development, we may not be able to compete effectively.
The market for our products and services is characterized by rapidly changing
technology and continuing process development. The future success of our
business will depend in large part upon our ability to maintain and enhance our
technological capabilities, to develop and market products and services that
meet changing customer needs, and to successfully anticipate or respond to
technological changes on a cost-effective and timely basis. In addition, the
EMS industry could in the future encounter competition from new or revised
technologies that render existing technology less competitive or obsolete or
that reduce the demand for our services. There can be no assurance that we will
effectively respond to the technological requirements of the changing market.
To the extent we determine that new technologies and equipment are required to
remain competitive, the development, acquisition and implementation of such
technologies and equipment may require us to make significant capital
investments. There can be no assurance that capital will be available for these
purposes in the future or that investments in new technologies will result in
commercially viable technological processes.
-5-
Our business will suffer if we are unable to attract and retain key personnel
and skilled employees.
We depend on the services of our key senior executives, including Paul Walker,
Philip Woodard, Gary Walker and Derrick D'Andrade. Our business also depends on
our ability to continue to recruit, train and retain skilled employees,
particularly executive management, engineering and sales personnel. Recruiting
personnel in our industry is highly competitive. In addition, our ability to
successfully integrate acquired companies depends in part on our ability to
retain key management and existing employees at the time of the acquisition.
There can be no assurance that we will be able to retain our executive officers
and key personnel or attract qualified management in the future.
In the first half of 2001, we responded to the downturn in the electronics
industry by reducing our workforce from 6,173 at December 31, 2000 to 2,818 at
July 1, 2001. If demand for our products and services grows, we may find it
difficult to expand our workforce to meet that demand.
Risks particular to our international operations could adversely affect our
overall results.
Our success will depend, among other things, on successful expansion into new
foreign markets in order to offer our customers lower cost production options.
Entry into new foreign markets may require considerable management time as well
as start-up expenses for market development, hiring and establishing office
facilities before any significant revenue is generated. As a result, operations
in a new foreign market may operate at low profit margins or may be
unprofitable. Revenue generated outside of the United States and Canada was
approximately 10% for the six month period ended July 1, 2001. International
operations are subject to inherent risks, including:
. fluctuations in the value of currencies and high levels of inflation;
. longer payment cycles and greater difficulty in collecting amounts
receivable;
. unexpected changes in and the burdens and costs of compliance with a
variety of foreign laws;
. political and economic instability;
. increases in duties and taxation;
. inability to utilize net operating losses incurred by our foreign
operations to reduce our U.S. and Canadian income taxes;
. imposition of restrictions on currency conversion or the transfer of
funds; and
. trade restrictions.
We are subject to a variety of environmental laws, which expose us to potential
financial liability.
Our operations are regulated under a number of federal, state, provincial,
local and foreign environmental and safety laws and regulations, which govern,
among other things, the discharge of hazardous materials into the air and water
as well as the handling, storage and disposal of such materials. Compliance
with these environmental laws is a major consideration for us because we use
metals and other hazardous materials in our manufacturing processes. We may be
liable under environmental laws for the cost of cleaning up properties we own or
operate if they are or become contaminated by the release of hazardous
materials, regardless of whether we caused such release. In addition we, along
with any other person who arranges for the disposal of our wastes, may be liable
for costs associated with an investigation and remediation of sites at which we
have arranged for the disposal of hazardous wastes, if such sites become
contaminated, even if we fully comply with applicable environmental laws. In
the event of a contamination or violation of environmental laws, we could be
held liable for damages including fines, penalties and the costs of remedial
actions and could also be subject to revocation of our discharge permits. Any
such revocations could require us to cease or limit production at one or more of
our facilities, thereby having a material adverse effect on our operations.
Environmental laws could also become more stringent over time, imposing greater
compliance costs and increasing risks and penalties associated with any
violation, which could have a material adverse effect on our business, financial
condition and results of operations.
-6-
RISKS RELATED TO OUR CAPITAL STRUCTURE
Our future indebtedness could adversely affect our financial health and severely
limit our ability to plan for or respond to changes in our business.
At July 1, 2001 we had $101.8 million of indebtedness under our senior credit
facility. We may incur additional indebtedness from time to time to finance
acquisitions or capital expenditures or for other purposes. This debt could
have adverse consequences for our business, including:
. We will be more vulnerable to adverse general economic conditions;
. We will be required to dedicate a substantial portion of our cash flow
from operations to repayment of debt, limiting the availability of cash
for other purposes;
. We may have difficulty obtaining additional financing in the future for
working capital, capital expenditures, acquisitions, general corporate
purposes or other purposes;
. We may have limited flexibility in planning for, or reacting to, changes
in our business and industry;
. We could be limited by financial and other restrictive covenants in our
credit arrangements in our borrowing of additional funds; and
. We may fail to comply with the covenants under which we borrowed our
indebtedness, which could result in an event of default. If an event of
default occurs and is not cured or waived, it could result in all amounts
outstanding, together with accrued interest, becoming immediately due and
payable. If we were unable to repay such amounts, the lenders could
proceed against any collateral granted to them to secure that
indebtedness.
There can be no assurance that our leverage and such restrictions will not
materially adversely affect our ability to finance our future operations or
capital needs or to engage in other business activities. In addition, our
ability to pay principal and interest on our indebtedness to meet our financial
and restrictive covenants and to satisfy our other debt obligations will depend
upon our future operating performance, which will be affected by prevailing
economic conditions and financial, business and other factors, certain of which
are beyond our control, as well as the availability of revolving credit
borrowings under our senior credit facility or successor facilities.
The terms of our credit agreement impose significant restrictions on our ability
to operate.
The terms of our current credit agreement restrict, among other things, our
ability to incur additional indebtedness, pay dividends or make certain other
restricted payments, consummate certain asset sales, enter into certain
transactions with affiliates, merge, consolidate or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of our assets.
We are also required to maintain specified financial ratios and satisfy certain
financial condition tests, which further restrict our ability to operate as we
choose. The Company complied with all required covenants as at July 1, 2001 and
accordingly the related debt is classified as long-term. However, it is
unlikely the Company will earn sufficient EBITDA (earnings before interest
expense, income taxes, depreciation and amortization) during the third quarter
of 2001 to satisfy the requirements of the credit agreement. If the Company
fails to meet the covenants, the lenders will have the right to demand repayment
of the debt or to modify the existing credit agreement. The Company has
notified the lenders of the possible future violation and is in the process of
discussing the circumstances under which the lenders would be willing to waive
or modify the financial covenants included in the credit agreement. There can
be no assurance that those discussions will be successful.
Substantially all of our assets and those of our subsidiaries are pledged as
security under our senior credit facility.
Investment funds affiliated with Bain Capital, Inc., investment funds affiliated
with Celerity Partners, Inc., Kilmer Electronics Group Limited and certain
members of management have significant influence over our business, and could
delay, deter or prevent a change of control or other business combination.
Investment funds affiliated with Bain Capital, Inc., investment funds
affiliated with Celerity Partners, Inc., Kilmer Electronics Group Limited and
certain members of management held approximately 13.4%, 12.1%, 7.1% and 13.2%,
respectively, of our outstanding shares as of June 30, 2001. In addition, two
of the eight directors who serve on our board are, or were, representatives of
the Bain funds, two are representatives of the Celerity funds, two are
representatives of Kilmer Electronics Group Limited and two are members of
management. By virtue of such stock ownership and board representation,
-7-
the Bain funds, the Celerity funds, Kilmer Electronics Group Limited and certain
members of management have a significant influence over all matters submitted to
our stockholders, including the election of our directors, and exercise
significant control over our business policies and affairs. Such concentration
of voting power could have the effect of delaying, deterring or preventing a
change of control or other business combination that might otherwise be
beneficial to our stockholders.
Provisions in our charter documents and state law may make it harder for others
to obtain control of us even though some stockholders might consider such a
development favorable.
Provisions in our charter, by-laws and certain provisions under Delaware law
may have the effect of delaying or preventing a change of control or changes in
our management that stockholders consider favorable or beneficial. If a change
of control or change in management is delayed or prevented, the market price of
our shares could suffer.
Certain differences may exist between the trading market for our common stock
and the trading market for the exchangeable shares of SMTC Canada.
Although the exchangeable shares of SMTC Canada are intended to be
functionally and economically equivalent to shares of our common stock, there
can be no assurance that the market price of the exchangeable shares will be
identical, or even similar, to the market price of our common stock.
USE OF PROCEEDS
Because the shares of our common stock offered hereunder will be issued in
exchange for the exchangeable shares of our subsidiary SMTC Canada, none of
which will be held by us, we will receive no proceeds from the sale of such
common stock.
DILUTION
This offering is for shares of common stock to be issued in exchange for
currently outstanding exchangeable shares. The exchange of common stock for
exchangeable shares will not result in any change to the net tangible book value
per share before and after the exchange of shares. Investors should be aware,
however, that the price of our shares may not bear any rational relationship to
net tangible book value per share.
PLAN OF DISTRIBUTION
We offered an aggregate of 12,650,000 shares of common stock in our initial
public offering. 4,375,000 of those shares were initially offered by our
subsidiary, SMTC Canada, as exchangeable shares of its capital stock. The
exchangeable shares of SMTC Canada may be exchanged at any time at the option of
the holder on a one-for-one basis for shares of our common stock. The issuance
of such shares of common stock in exchange for exchangeable shares is being
registered by this prospectus. We have agreed to bear the expenses of
registration of the shares in this prospectus.
Holders of exchangeable shares may exchange their exchangeable shares for
common stock by exercising their retraction rights, which are described under
"Certain Details of the Exchangeable Shares-Retraction." A description of the
tax effects of such exchange is also included under "Certain Details of the
Exchangeable Shares-Certain Canadian Federal Income Tax Considerations."
The exchangeable shares are intended to be functionally and economically
equivalent to the shares of common stock, accordingly there are no material
differences in the rights of the holders of common stock and the holders of
exchangeable shares. Additional information on the rights of the holders of
exchangeable shares is included under "Certain Details of the Exchangeable
Shares."
CERTAIN DETAILS OF THE EXCHANGEABLE SHARES
The following is a summary of the exchangeable share provisions and certain
provisions of the Voting and Exchange Trust Agreement and the Exchangeable Share
Support Agreement. This summary is qualified in its entirety by reference to
the full text of the exchangeable share provisions, the Voting and Exchange
Trust Agreement and the Exchangeable Share Support Agreement, all of which were
filed as exhibits to our Report on Form 10-Q for the quarterly period ended
October 1, 2000, filed with the SEC on November 15, 2000.
General
-8-
The exchangeable shares are intended to be functionally and economically
equivalent to the shares of our common stock and are exchangeable at any time at
the option of the holder on a one-for-one basis for shares of common stock.
SMTC Canada, SMTC and CIBC Mellon Trust Company, as trustee, have entered into a
voting and exchange trust agreement pursuant to which SMTC issued one share of
special voting stock, or special voting share, to the trustee to be held by the
trustee for the benefit of the holders of exchangeable shares (other than SMTC
and its affiliates). By furnishing instructions to the trustee under the Voting
and Exchange Trust Agreement, holders of exchangeable shares will have the
functionally equivalent voting rights with respect to SMTC as they would have
upon an exchange of exchangeable shares for common stock. Holders of
exchangeable shares will also be entitled to receive from SMTC Canada (i) cash
dividends payable in U.S. dollars or Canadian dollars that are economically
equivalent to cash dividends, if any, paid by SMTC on its common stock, and (ii)
stock dividends consisting of the same number of exchangeable shares as is equal
to the number of shares of common stock, if any, paid by SMTC as a stock
dividend on its common stock. The exchangeable shares are subject to adjustment
or modification in the event of a stock split or other change to the capital
structure of SMTC so as to maintain the initial one-to-one relationship between
the exchangeable shares and the common stock.
Retraction
Subject to the exercise by SMTC Nova Scotia of its retraction call right,
holders of exchangeable shares will be entitled to retract (that is, to require
SMTC Canada to redeem) any or all of the exchangeable shares held by such holder
for a retraction price per exchangeable share equal to one share of common stock
plus any declared and unpaid dividends on such exchangeable share. Holders of
the exchangeable shares may effect such retraction by presenting to SMTC Canada
or to the trustee (i) a certificate or certificates representing the number of
exchangeable shares the holder desires to retract; (ii) a duly executed
retraction request indicating the number of exchangeable shares the holder
desires to retract and the retraction date; and (iii) such other documents as
may be required to effect the retraction of the retracted exchangeable shares.
A holder wishing to exercise the retraction right must present the foregoing
documents to SMTC Canada or to the trustee at least 10 business days prior to
the retraction date specified in the retraction request.
When a holder requests SMTC Canada to redeem retracted exchangeable shares,
SMTC Nova Scotia will have an overriding retraction call right to purchase on
the retraction date all but not less than all of the retracted exchangeable
shares, at a purchase price per share equal to one share of common stock plus
any declared and unpaid dividends on such exchangeable share for each retracted
exchangeable share. Upon receipt of a retraction request, SMTC Canada will
immediately notify SMTC Nova Scotia of the retraction request. SMTC Nova Scotia
must then advise SMTC Canada within five business days as to whether the
retraction call right will be exercised. If SMTC Nova Scotia does not so advise
SMTC Canada, SMTC Canada will notify the holder as soon as possible thereafter
that SMTC Nova Scotia will not exercise the retraction call right. If, within
such five business day period, SMTC Nova Scotia advises SMTC Canada that SMTC
Nova Scotia will exercise the retraction call right, then provided the
retraction request is not revoked by the holder as described below, the
retraction request shall thereupon be considered only to be an offer by the
holder to sell the retracted exchangeable shares to SMTC Nova Scotia in
accordance with the retraction call right. If SMTC Nova Scotia exercises the
retraction call right in respect of a holder's retracted exchangeable shares and
pays all amounts payable by it to such holder in connection with such exercise,
SMTC Canada shall no longer be obligated to pay to the holder any declared and
unpaid dividends on such retracted exchangeable shares.
A holder may revoke its retraction request, in writing, at any time prior to
the close of business on the business day preceding the retraction date, in
which case the retracted exchangeable shares will neither be purchased by SMTC
Nova Scotia nor be redeemed by SMTC Canada. If a holder does not revoke its
retraction request, the retracted exchangeable shares will, on the retraction
date, be purchased by SMTC Nova Scotia or redeemed by SMTC Canada, as the case
may be, in each case as set out above. SMTC Canada or SMTC Nova Scotia, as the
case may be, will deliver or cause the transfer agent to deliver (i)
certificates, representing the aggregate number of shares of common stock due,
registered in the name of the holder or in such other name as the holder may
request; and (ii) if applicable, a check for the aggregate amount of declared
and unpaid dividends to the holder at the address recorded in the securities
register or at the address specified in the holder's retraction request or by
holding the same for pick up by the holder at the registered office of SMTC
Canada or the office of the transfer agent as specified by SMTC Canada, in each
case less any amounts withheld on account of tax required to be deducted and
withheld therefrom.
If, as a result of solvency requirements or applicable law, SMTC Canada is not
permitted to redeem all retracted exchangeable shares tendered by a retracting
holder, and provided that SMTC Nova Scotia has not exercised the retraction call
right with respect to such retracted exchangeable shares, SMTC Canada will
redeem only those retracted exchangeable shares tendered by the holder (rounded
down to the nearest whole number of shares) as would not be contrary to such
provisions of applicable law. The trustee, on behalf of the holder of any
retracted exchangeable shares not so redeemed by SMTC Canada, will, pursuant to
the exchange right, require SMTC to purchase the retracted exchangeable shares
not redeemed on the retraction date.
Redemption
-9-
Subject to applicable law and the redemption call right, SMTC Canada will,
on the redemption date, redeem all but not less than all of the then outstanding
exchangeable shares for a redemption price per exchangeable share equal to one
share of common stock plus any declared and unpaid dividends on the exchangeable
share. SMTC Canada will, at least 60 days prior to the redemption date, or such
number of days as the board of directors of SMTC Canada may determine to be
reasonably practicable under the circumstances in respect of a redemption date
arising in connection with, among other events, an SMTC Control Transaction, an
Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event,
provide the registered holders of the exchangeable shares with written notice of
the proposed redemption of the exchangeable shares by SMTC Canada or of the
purchase of the exchangeable shares by SMTC Nova Scotia pursuant to the
redemption call right described below.
SMTC Nova Scotia will have an overriding redemption call right to purchase
on the redemption date all but not less than all of the exchangeable shares then
outstanding (other than exchangeable shares held by SMTC and its affiliates) for
a purchase price per exchangeable share equal to one share of common stock plus
any declared and unpaid dividends on the exchangeable shares. Upon the exercise
of the redemption call right, holders will be obligated to sell their
exchangeable shares to SMTC Nova Scotia. If SMTC Nova Scotia exercises the
redemption call right in respect of a holder's exchangeable shares and pays all
amounts payable by it to such holder in connection with such exercise, SMTC
Canada's right and obligation to redeem the exchangeable shares on such
redemption date will terminate and it shall not be obligated to pay to the
holder any declared and unpaid dividends on such exchangeable shares.
The "redemption date" will be the date, if any, established by the board of
directors of SMTC Canada for the redemption by SMTC Canada of all but not less
than all of the outstanding exchangeable shares pursuant to the exchangeable
share provisions, which date shall be no earlier than July 27, 2015, unless:
(i) there are fewer than 500,000 exchangeable shares outstanding
(other than exchangeable shares held by SMTC and its affiliates), as such
number of shares may be adjusted by the board of directors of SMTC Canada
to give effect to any subdivision or consolidation of or stock dividend on
the exchangeable shares, any issue or distribution of rights to acquire
exchangeable shares or securities exchangeable for or convertible into
exchangeable shares, any issue or distribution of other securities or
rights or evidences of indebtedness, or assets, or any other capital
reorganization or other transaction affecting the exchangeable shares, in
which case the board of directors of SMTC Canada may accelerate such
redemption date to such date prior to July 27, 2015, as it may determine,
upon at least 60 days' prior written notice to the registered holders of
the exchangeable shares and the trustee;
(ii) an SMTC Control Transaction occurs, in which case, provided that
the board of directors of SMTC Canada determines, in good faith and in its
sole discretion, that it is not reasonably practicable to substantially
replicate the terms and conditions of the exchangeable shares in connection
with such SMTC Control Transaction and that the redemption of all but not
less than all of the outstanding exchangeable shares is necessary to enable
the completion of such SMTC Control Transaction in accordance with its
terms, the board of directors of SMTC Canada may accelerate such redemption
date to such date prior to July 27, 2015 as it may determine upon such
number of days' prior written notice to the registered holders of the
exchangeable shares and the trustee as the board of directors of SMTC
Canada may determine to be reasonably practicable in such circumstances;
(iii) an Exchangeable Share Voting Event is proposed, in which case,
provided that the board of directors of SMTC Canada has determined, in good
faith and in its sole discretion, that it is not reasonably practicable to
accomplish the business purpose intended by the Exchangeable Share Voting
Event, which business purpose must be bona fide and not for the primary
purpose of causing the occurrence of a redemption date, in any other
commercially reasonable manner that does not result in an Exchangeable
Share Voting Event, the redemption date shall be the business day prior to
the record date for any meeting or vote of the holders of the exchangeable
shares to consider the Exchangeable Share Voting Event, and the board of
directors of SMTC Canada shall give such number of days' prior written
notice of such redemption to the registered holders of the exchangeable
shares and the trustee as it may determine to be reasonably practicable in
such circumstances; or
(iv) an Exempt Exchangeable Share Voting Event is proposed and the
holders of the exchangeable shares fail to take the necessary action at a
meeting or other vote of holders of exchangeable shares to approve or
disapprove, as applicable, the Exempt Exchangeable Share Voting Event, in
which case the redemption date shall be the business day following the day
on which the holders of the exchangeable shares failed to take such action,
and the board of directors of SMTC Canada shall give such number of days'
prior written notice of such redemption to the registered holders of the
exchangeable shares and the trustee as it may determine to be reasonably
practicable in such circumstances,
provided, however, that the accidental failure or omission to give any notice of
redemption under clause (i), (ii), (iii) or (iv) above to less than 10% of such
holders of exchangeable shares shall not affect the validity of any such
redemption.
-10-
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the principal Canadian federal income tax
considerations generally applicable to the redemption or exchange of
exchangeable shares by holders who, for purposes of the Income Tax Act (Canada)
(the "Tax Act"), are resident in Canada, hold their exchangeable shares, and
will hold their shares of common stock, as capital property and deal at arm's
length with SMTC Corporation, SMTC Nova Scotia and SMTC Canada. This summary
does not apply to a holder with respect to whom SMTC Corporation is or will be a
foreign affiliate within the meaning of the Tax Act.
Exchangeable shares and shares of common stock will generally be
considered to be capital property to a holder unless the shares are held in the
course of carrying on a business or are acquired in a transaction considered to
be an adventure in the nature of trade. Holders whose exchangeable shares might
not otherwise qualify as capital property may be entitled to make an irrevocable
election under subsection 39(4) of the Tax Act to have all their Canadian
securities, including their exchangeable shares, treated as capital property in
the taxation year in which the election is made and in all subsequent years. In
addition, exchangeable shares and shares of common stock held by a financial
institution, as defined for the purposes of the mark-to-market rules in the Tax
Act, will generally not be considered to be capital property. Holders that are
financial institutions should consult their own tax advisors to determine the
tax consequences to them of the application of these rules.
This summary is based on the current provisions of the Tax Act, the
regulations thereunder and the current published administrative policies and
assessment practices of the Canada Customs and Revenue Agency. This summary
also takes into account all proposed amendments to the Tax Act and the
regulations announced by the Minister of Finance before the date hereof. This
summary does not otherwise take into account or anticipate changes in the law,
whether by judicial, governmental or legislative action or decision, nor does it
take into account provincial, territorial or foreign income tax legislation or
considerations, which may differ from the Canadian federal income tax
considerations described herein.
THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, AND
SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER OF
EXCHANGEABLE SHARES. ACCORDINGLY, HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS
AS TO THE TAX CONSEQUENCES OF THE REDEMPTION OR EXCHANGE OF EXCHANGEABLE SHARES
HAVING REGARD TO THEIR PARTICULAR CIRCUMSTANCES.
For the purposes of the Tax Act, all amounts relating to the acquisition,
holding or disposition of shares of common stock must be expressed in Canadian
dollars; amounts denominated in US. dollars must be converted into Canadian
dollars based on the Canadian/US dollar exchange rate at the time the amounts
arise.
Redemption or Exchange of Exchangeable Shares
On the redemption (including a retraction) of an exchangeable share by
SMTC Canada, the holder will be deemed to have received a dividend equal to the
amount, if any, by which the redemption proceeds (the fair market value at that
time of the shares of common stock plus the amount of any cash received on the
redemption) exceeds the paid-up capital for purposes of the Tax Act of the
exchangeable share at the time of the redemption.
Any deemed dividend received on a redemption by a holder who is an
individual will be included in computing the holder's income and will be subject
to the gross-up and dividend tax credit rules normally applicable to taxable
dividends received from a corporation resident in Canada.
Any deemed dividend received on a redemption by a holder that is a
corporation, other than a specified financial institution, as defined in the Tax
Act, will be included in computing the holder's income and, subject to the
discussion below respecting the denial of the inter-corporate dividend
deduction, will generally be deductible in computing its taxable income.
Any deemed dividend received on a redemption by a holder that is a
specified financial institution will be deductible in computing its taxable
income only if (i) the holder did not acquire the exchangeable shares in the
ordinary course of its business, or (ii) at the time the deemed dividend is
received, the exchangeable shares are listed on a prescribed stock exchange in
Canada (which currently includes the TSE) and the holder, alone or together with
persons with whom it does not deal at arm's length, does not receive and is not
deemed to receive dividends in respect of more than 10% of the outstanding
exchangeable shares either directly or through a partnership or, in certain
cases, through a trust.
If SMTC Corporation, or any other person with whom SMTC Corporation does
not deal at arm's length, is a specified financial institution at the time of a
redemption, then subject to the exemption described below, a holder that is a
corporation will not be entitled to deduct the deemed dividend received on the
redemption in computing its taxable income. In general, a corporation is a
specified financial institution if it is a bank, a trust company, a credit
union, an insurance corporation or a
-11-
corporation whose principal business is lending money to, or purchasing debt
obligations issued by, persons with whom the corporation is dealing at arm's
length or a combination of these activities, or a corporation that is controlled
by, or related to, one or more of such entities. SMTC Corporation is of the view
that neither it nor any person with whom it does not deal at arm's length is a
specified financial institution at the present time. There can be no assurance,
however, that this status will not change before exchangeable shares are
redeemed. In any event, this rule will not apply if, at the time a deemed
dividend is received on a redemption, SMTC Corporation is related to SMTC Canada
for purposes of the Tax Act and the exchangeable shares are listed on a
prescribed stock exchange in Canada, unless deemed dividends in respect of more
than 10% of the outstanding exchangeable shares are, or are deemed to be, paid
to the holder or to the holder and persons with whom the holder does not deal at
arm's length or any partnership or trust of which the holder or non-arm's length
person is a member or beneficiary.
A holder that is a private corporation, as defined in the Tax Act, or any
other corporation resident in Canada and controlled or deemed to be controlled
by or for the benefit of an individual (other than a trust) or a related group
of individuals (other than trusts) may be liable to pay a refundable tax under
Part IV of the Tax Act of 33 1/3% of any deemed dividend received on the
redemption of exchangeable shares to the extent that such deemed dividend is
deductible in computing the holder's taxable income. A holder that is a
Canadian-controlled private corporation, as defined in the Tax Act, may be
liable to pay an additional refundable tax of 6 2/3% on any deemed dividend that
is not deductible in computing taxable income.
On the redemption (including a retraction) of an exchangeable share by
SMTC Canada, the holder will also be considered to have disposed of the
exchangeable share for proceeds of disposition equal to the redemption proceeds
less the amount of any deemed dividend received on the redemption and will
generally realize a capital gain (or a capital loss) equal to the amount by
which such proceeds of disposition exceed (or are less than) the holder's
adjusted cost base of the exchangeable share. See "-Taxation of Capital Gains or
Capital Losses" below. In some circumstances, the amount of any deemed dividend
received on a redemption by a holder that is a corporation may be treated as
proceeds of disposition and not as a dividend.
Where an exchangeable share is exchanged with SMTC Corporation or SMTC
Nova Scotia for shares of common stock, the holder will generally realize a
capital gain (or a capital loss) to the extent the proceeds of disposition of
the exchangeable share exceed (or are less than) the holder's adjusted cost base
of the exchangeable share and any reasonable costs of disposition. For this
purpose, the proceeds of disposition will be the aggregate of the fair market
value at the time of the exchange of the shares of common stock received on the
exchange and the amount of any cash received by the holder as part of the
exchange consideration. See "-Taxation of Capital Gains or Capital Losses"
below.
Because of the existence of the call rights, the exchange right and the
automatic exchange right, a holder of exchangeable shares cannot control whether
such holder will receive shares of common stock by way of redemption of the
exchangeable shares by SMTC Canada or by way of exchange of the exchangeable
shares with SMTC Corporation or SMTC Nova Scotia. As described above, the
Canadian federal income tax consequences of a redemption differ from those of an
exchange.
Acquisition, Holding and Disposition of Common Stock
The cost of the shares of common stock received on the redemption or
exchange of an exchangeable share will be equal to the fair market value of such
shares at the time of redemption or exchange and will be averaged with the
adjusted cost base of other shares of common stock held by the holder as capital
property at that time.
Dividends received on shares of common stock will be included in the
holder's income for the purposes of the Tax Act. Such dividends received by a
holder who is an individual will not be subject to the gross-up and dividend tax
credit rules in the Tax Act. A holder that is a corporation will generally not
be entitled to deduct any portion of the amount of such dividends in computing
its taxable income unless SMTC Corporation is a "foreign affiliate" of such
holder for the purposes of the Tax Act. Corporate holders in respect of whom
SMTC Corporation is a foreign affiliate should consult with their own tax
advisors in this regard. A holder that is a Canadian-controlled private
corporation may be liable to pay an additional refundable tax of 6 2/3% on such
dividends. Subject to the detailed rules in the Tax Act, a holder may be
entitled to a foreign tax credit or deduction for any United States non-resident
withholding tax paid on dividends received on shares of common stock.
A disposition or deemed disposition of common stock by a holder will
generally result in a capital gain (or capital loss) to the extent that the
proceeds of disposition exceed (or are less than) the holder's adjusted cost
base to the shareholder of common stock and any reasonable costs of disposition.
See "-Taxation of Capital Gains or Capital Losses" below.
Taxation of Capital Gains or Capital Losses
Under proposed amendments to the Tax Act, one-half of any capital gain (a
"taxable capital gain") will generally be included in the holder's income in the
taxation year in which the disposition occurs and one-half of any capital loss
(an "allowable capital loss") may be deducted against taxable capital gains in
the taxation year in which the disposition occurs in accordance with the rules
in the Tax Act and the proposed amendments. Allowable capital losses which
cannot be deducted from
-12-
taxable capital gains in the year of disposition may generally be carried back
three years and forward indefinitely to offset taxable capital gains in the
years to the extent and in the circumstances set out in the Tax Act and the
proposed amendments.
Capital gains realized by individuals and certain trusts may give rise to
alternative minimum tax under the Tax Act. A holder that is a Canadian-
controlled private corporation may be liable to pay an additional refundable tax
of 6 2/3% on taxable capital gains.
If the holder of an exchangeable share is a corporation, the amount of
any capital loss arising on a disposition or deemed disposition of an
exchangeable share may be reduced by the amount of dividends received or deemed
to have been received by it on the share to the extent and in the circumstances
prescribed by the Tax Act. Similar rules may apply where a corporation is a
member of a partnership or a beneficiary of a trust that owns exchangeable
shares or where a trust or partnership of which a corporation is a beneficiary
or a member is a member of a partnership or a beneficiary of a trust that owns
any such shares.
Qualified Investments
Shares of common stock will be qualified investments under the Tax Act
for trusts governed by registered retirement savings plans, registered
retirement income funds, deferred profit sharing plans and deferred income
plans, provided such shares are listed on a prescribed stock exchange. Shares of
common stock will be foreign property under the Tax Act.
Foreign Investment Entity Status
On August 2, 2001, the Minister of Finance released draft legislation
(the "proposed rules") relating to the income tax treatment of investments by
Canadian residents in foreign investment entities ("FIEs") and superseding the
previous releases in this regard by the Minister of Finance on June 22, 2000 and
September 7, 2000, respectively. If the proposed rules are enacted in the form
contained in the August 2, 2001 draft legislation, holders of exchangeable
shares may be subject to special anti-deferral rules in each taxation year that
begins after 2001, if SMTC Corporation is a FIE at the end of its last taxation
year ended at or before the end of the relevant taxation year. In simplified
terms, a foreign corporation, like SMTC Corporation, will be a FIE within the
meaning of the proposed rules at the end of a taxation year if, at that time,
the "carrying value" of its "investment property" represents more than 50% of
the "carrying value" of all of its property.
If the above-noted anti-deferral rules applied, the tax consequences of a
redemption or an exchange of exchangeable shares would differ from those
described above.
The August 2, 2001 draft legislation has not been tabled in the House of
Commons and its release was accompanied by an invitation from the Minister of
Finance for comments from interested parties. Accordingly, it is impossible to
predict whether the proposed rules will be enacted in the form contained in the
August 2, 2001 draft legislation or what changes to the proposed rules might be
made before they are enacted. However, SMTC Corporation believes that, if the
proposed rules applied on the date hereof, it would not be a FIE and expects to
conduct its affairs in such a manner that, if the proposed rules are enacted in
the form contained in the draft legislation, it would not be a FIE at any
relevant time in the foreseeable future.
Definitions
Unless the context otherwise requires, the following terms shall have the
meanings set forth below when used in the "Certain Details of the Exchangeable
Shares" section.
"Exchangeable Share Voting Event" means any matter in respect of which
holders of exchangeable shares are entitled to vote as shareholders of SMTC
Canada, other than an Exempt Exchangeable Share Voting Event, and, for greater
certainty, excluding any matter in respect of which holders of exchangeable
shares are entitled to vote (or instruct the trustee to vote) in their capacity
as beneficiaries under the Voting and Exchange Trust Agreement.
"Exempt Exchangeable Share Voting Event" means any matter in respect of
which holders of exchangeable shares are entitled to vote as shareholders of
SMTC Canada in order to approve or disapprove, as applicable, any change to; or
in the rights of the holders of, the exchangeable shares, where the approval or
disapproval, as applicable, of such change would be required to maintain the
equivalence of the exchangeable shares and the common stock.
"SMTC Control Transaction" means any merger, amalgamation, tender offer,
material sale of shares or rights or interests therein or thereto or similar
transactions involving, for or by SMTC, or any proposal to take any such action.
"SMTC Nova Scotia" means SMTC Nova Scotia Company, a wholly-owned
subsidiary of SMTC.
-13-
LEGAL MATTERS
The validity of the shares to be issued in this offering has been passed
upon for us by Ropes & Gray, Boston, Massachusetts. Some partners of Ropes &
Gray are members in RGIP LLC, which beneficially owns 27,971 shares of common
stock of SMTC. RGIP LLC is also an investor in certain of the Bain Capital
funds. The "Certain Details of the Exchangeable Shares - Certain Canadian
Federal Income Tax Considerations" has been passed upon for us by McMillan
Binch, Toronto, Ontario.
EXPERTS
Our consolidated financial statements and financial statement schedule as
of December 31, 1999 and 2000 and for the years then ended and the consolidated
financial statements of SMTC Corporation, or Surface Mount, as of August 31,
1998 and July 29, 1999 and each of the years in the two year period ended August
31, 1998 and for the period from September 1, 1998 to July 29, 1999 incorporated
by reference herein and in the registration statement have been so incorporated
in reliance on the reports of KPMG LLP, independent accountants and upon the
authority of said firm as experts in accounting and auditing.
The audited consolidated financial statements and financial statement
schedule of SMTC Corporation (formerly HTM Holdings, Inc.) as of and for the
year ended December 31, 1998 incorporated by reference herein and in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
giving said reports.
The financial statements of W.F. Wood, Incorporated as of December 31,
1997 and 1998 and September 3, 1999, and for each of the three years in the
period ended December 31, 1998 and for the period from January 1, 1999 to
September 3, 1999 incorporated by reference herein and in the registration
statement have been so incorporated in reliance on the report of Canby, Maloney
& Co., Inc., independent accountants, and upon the authority of such firm as
experts in auditing and accounting.
The financial statements of Pensar as of December 31, 1998 and 1999 and
for each of the years in the three-year period ended December 31, 1999
incorporated by reference herein and in the registration statement have been so
incorporated in reliance upon the report of KPMG LLP, independent certified
public accountants, and upon the authority of said firm as experts in accounting
and auditing.
The financial statements of Qualtron as of September 30, 1999 and 2000
and for each of the years in the three-year period ended September 30, 2000
incorporated by reference herein and in the registration statement have been so
incorporated in reliance upon the report of KPMG, chartered accountants, and
upon the authority of said firm as experts in accounting and auditing.
RECENT DEVELOPMENTS
On March 30, 2001, we announced that we would be discontinuing
manufacturing operations at our Denver, Colorado facility in order to
rationalize our operating facilities. Production at that facility ended in June
2001 with the transfer of all remaining inventory and certain manufacturing
assets to other Company locations.
In May 2001, at the end of our lease period, we moved our manufacturing
operation in Austin, Texas from a 75,000 square foot facility to a 190,000
square foot leased facility.
WHERE TO FIND MORE INFORMATION
SMTC files with the SEC annual, quarterly and current reports, proxy
statements and other information. You may read and copy reports, statements or
other information filed by SMTC at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information about the public reference rooms. Copies of the SEC filings
made by SMTC also are available to the public from commercial document retrieval
services and at the worldwide website maintained by the SEC at
"http://www.sec.gov."
SMTC has filed a registration statement with the SEC with respect to the
shares of common stock offered hereby. This prospectus is a part of that
registration statement. However, as allowed by SEC rules, this document does
not contain all the information you can find in the registration statement or
the exhibits to the registration statement.
The SEC allows SMTC to "incorporate by reference" into this document
information contained in another document that it may have filed separately with
the SEC and that is publicly available. The information so incorporated by
reference is
-14-
deemed to be part of this prospectus, except to the extent it has been
superseded by information that appears in this prospectus. This prospectus
incorporates by reference the documents set forth below that previously have
been filed with the SEC. These documents contain important information about
SMTC and its finances.
Item Period
---- ------
Annual Report on Form 10-K.................................. Fiscal year ended December 31, 2000
Proxy Statement for our 2001 Annual Meeting of
Stockholders.............................................. Filed on April 2, 2001
Quarterly Report on Form 10-Q............................... Quarter ended April 1, 2001
Quarterly Report on Form 10-Q............................... Quarter ended July 1, 2001
Current Report on Form 8-K/A................................ Filed on February 5, 2001
The description of our common stock contained in our
Registration Statement on Form 8-A........................ Filed on July 18, 2000
All reports and other documents that we will file with the Commission
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus but before the termination of the offering of the common stock
hereunder will also be considered to be incorporated by reference into this
prospectus from the date of the filing of these reports and documents, and will
supersede the information herein. We undertake to provide without charge to each
person who receives a copy of this prospectus, upon written or oral request, a
copy of all of the preceding documents that are incorporated by reference (other
than exhibits, unless the exhibits are specifically incorporated by reference
into these documents). You may request a copy of these materials, at no cost, by
writing to us at the following address or by telephoning us at the following
telephone number:
Chief Financial Officer
SMTC Corporation
635 Hood Road
Markham, Ontario
Canada L3R 4N6
(905) 479-1810
-15-
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with
the sale and distribution of all of the securities registered in connection with
our initial public offering, other than the underwriting discounts and
commissions. All amounts shown are estimates, except the Securities and Exchange
Commission registration fee and the National Association of Securities Dealers,
Inc. filing fee.
Securities and Exchange Commission Registration fee............................ $ 53,434
National Association of Securities Dealers, Inc. filing fee.................... 13,000
Nasdaq National Market listing fee............................................. 95,000
Printing and engraving expenses................................................ 800,000
Legal fees and expenses........................................................ 2,615,000
Accounting fees and expenses................................................... 950,000
Blue sky fees and expenses..................................................... 5,000
Transfer agent and Registrar fees.............................................. 3,500
Miscellaneous.................................................................. 63,500
----------
Total..................................................................... $4,598,434
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. Section 145 further provides that a corporation
similarly may indemnify any such person serving in any such capacity who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor, against expenses actually and reasonably incurred in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting 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) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividends and unlawful stock purchase and redemption), or
(iv) for any transaction from which the director derived an improper personal
benefit.
The Registrant's Certificate of Incorporation provides that the
Registrant's directos shall not be liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except to the
extent that the exculpation from liabilities is not permitted under Delaware
General Corporation law as in effect at the time such liability is determined.
The By-Laws of the Registrant provide that the Registrant shall indemnify its
directors to the full extent permitted by the laws of the State of Delaware.
-16-
ITEM 16. EXHIBITS
----------------------------------------------------------------------------------------------------------
Exhibit # Description of Exhibit
----------------------------------------------------------------------------------------------------------
1.1 Form of Underwriting Agreement. (5)
----------------------------------------------------------------------------------------------------------
2.1.1 Reorganization and Merger Agreement dated as of July 26, 1999. (4)
----------------------------------------------------------------------------------------------------------
2.1.2 Amendment to Reorganization and Merger Agreement, dated as of July 27, 2000. (9)+
----------------------------------------------------------------------------------------------------------
2.2 Stock Purchase Agreement dated as of May 23, 2000 (Pensar Corporation). (3)+
----------------------------------------------------------------------------------------------------------
2.3 Stock Purchase Agreement dated as of November 22, 2000 (Qualtron Teoranta and
Qualtron, Inc.). (8)
----------------------------------------------------------------------------------------------------------
2.4 Stock Purchase Agreement dated as of September 30, 1999 (W.F. Wood, Inc.). (1)+
----------------------------------------------------------------------------------------------------------
3.1 Amended and Restated Certificate of Incorporation. (7)
----------------------------------------------------------------------------------------------------------
3.2 Amended and Restated By-Laws. (7)
----------------------------------------------------------------------------------------------------------
3.3 Certificate of Designation. (7)
----------------------------------------------------------------------------------------------------------
4.1.1 Stockholders Agreement dated as of July 27, 2000. (6)
----------------------------------------------------------------------------------------------------------
4.1.2 Amended and Restated Stockholders Agreement dated as of November 22, 2000. (9)
----------------------------------------------------------------------------------------------------------
4.2 Form of certificate representing shares of common stock. (3)
----------------------------------------------------------------------------------------------------------
4.3 Warrant to purchase shares of Class L common stock and schedule of warrants
attached thereto. (5)
----------------------------------------------------------------------------------------------------------
4.4 Warrant to purchase shares of Class A-1 common stock and schedule of warrants
attached thereto. (5)
----------------------------------------------------------------------------------------------------------
4.5 Warrant to purchase shares of Class A-1 and Class L common stock and schedule of
warrants attached thereto. (5)
----------------------------------------------------------------------------------------------------------
4.6 15% Senior Subordinated Note and schedule of notes attached thereto. (5)
----------------------------------------------------------------------------------------------------------
4.7 Exchangeable Share Provisions attaching to the exchangeable shares of SMTC
Manufacturing Corporation of Canada. (7)
----------------------------------------------------------------------------------------------------------
4.8 Exchangeable Share Support Agreement dated as of July 27, 2000 among SMTC, SMTC
Manufacturing Corporation of Canada and SMTC Nova Scotia Company. (7)
----------------------------------------------------------------------------------------------------------
4.9 Voting & Exchange Trust Agreement dated as of July 27, 2000 among SMTC, SMTC
Manufacturing Corporation of Canada, CIBC Mellon Trust Company and SMTC Nova
Scotia Company. (7)
----------------------------------------------------------------------------------------------------------
4.10 Secured Demand Note of SMTC Manufacturing Corporation of Canada dated July 3,
2000. (4)
----------------------------------------------------------------------------------------------------------
4.11 Secured Demand Note of HTM Holdings, Inc. dated July 3, 2000. (4)
----------------------------------------------------------------------------------------------------------
4.12 Secured Demand Note of HTM Holdings, Inc. dated July 3, 2000. (4)
----------------------------------------------------------------------------------------------------------
4.13 Demand Note of SMTC Manufacturing Corporation of Canada dated July 3, 2000. (4)
----------------------------------------------------------------------------------------------------------
4.14 Secured Demand Note of HTM Holdings, Inc. dated July 3, 2000. (4)
----------------------------------------------------------------------------------------------------------
4.15 Secured Demand Note of HTM Holdings, Inc. dated July 3, 2000. (4)
----------------------------------------------------------------------------------------------------------
4.16 Demand Note of HTM Holdings, Inc. dated July 3, 2000. (4)
----------------------------------------------------------------------------------------------------------
5.1 Opinion of Ropes & Gray. (10)
----------------------------------------------------------------------------------------------------------
10.1.1 Credit and Guarantee Agreement dated as of July 28, 1999. (4)+
----------------------------------------------------------------------------------------------------------
10.1.2 First Amendment to Credit and Guarantee Agreement, dated as of November 4, 1999.
(5)
----------------------------------------------------------------------------------------------------------
10.1.3 Second Amendment to Credit and Guarantee Agreement, dated as of December 14, 1999.
(5)
----------------------------------------------------------------------------------------------------------
10.1.4 Third Amendment to Credit and Guarantee Agreement, dated as of May 15, 2000. (4)
----------------------------------------------------------------------------------------------------------
10.1.5 Amended and Restated Credit and Guarantee Agreement, dated as of July 27, 2000.
(7)+
----------------------------------------------------------------------------------------------------------
10.1.6 Amended and Restated Guarantee and Collateral Agreement dated as of July 27, 2000.
(7)
----------------------------------------------------------------------------------------------------------
10.1.7 First Amendment dated as of November 17, 2000 to the Amended and Restated Credit
and Guarantee Agreement. (9)
----------------------------------------------------------------------------------------------------------
10.1.8 Second Amendment dated as of December 28, 2000 to the Amended and Restated
----------------------------------------------------------------------------------------------------------
-17-
----------------------------------------------------------------------------------------------------------
Exhibit # Description of Exhibit
----------------------------------------------------------------------------------------------------------
Credit and Guarantee Agreement.(9)
----------------------------------------------------------------------------------------------------------
10.1.9 Third Amendment dated as of February 6, 2001 to the Amended and Restated Credit
and Guarantee Agreement.(9)
----------------------------------------------------------------------------------------------------------
10.2 Amended and Restated SMTC (HTM) 1998 Equity Incentive Plan. (1)
----------------------------------------------------------------------------------------------------------
10.3 SMTC Corporation/SMTC Manufacturing Corporation of Canada 2000 Equity Incentive
Plan. (7)
----------------------------------------------------------------------------------------------------------
10.4.1 Real Property Lease dated as of September 1, 1993 between Ogden Atlantic Design
Co., Inc. and Garrett and Garrett . (5)
----------------------------------------------------------------------------------------------------------
10.4.2 Lease Renewal Agreement dated as of September 1, 1996 between Atlantic Design Co.,
Inc. and Garrett and Garrett. (5)
----------------------------------------------------------------------------------------------------------
10.4.3 Assignment of Lease dated as of September 16, 1997 between Ogden Atlantic Design
Co., Inc. and The SMT Centre S.E. Inc. (5)
----------------------------------------------------------------------------------------------------------
10.5 Form of Real Property Lease dated December 22, 1998 between Third Franklin Trust
and W.F. Wood, Inc. (4)
----------------------------------------------------------------------------------------------------------
10.6 Real Property Lease dated May 9, 1995 between Logitech Ireland Limited and Ogden
Atlantic Design (Europe) Limited. (5)
----------------------------------------------------------------------------------------------------------
10.7 Real Property Sublease Agreement dated March 29, 1996 between Radian
International, LLC and The SMT Centre of Texas Inc. (5)
----------------------------------------------------------------------------------------------------------
10.8 Real Property Lease, Work Letter Agreement and Lease Addendum between Edwin A.
Helwig and Barbara G. Helwig and The SMT Centre of Texas Inc. (5)
----------------------------------------------------------------------------------------------------------
10.9 Real Property Lease dated as of September 15, 1998 between Warden-McPherson
Developments Ltd. and The Surface Mount Technology Centre Inc. (5)
----------------------------------------------------------------------------------------------------------
10.10 Real Property Lease dated September 3, 1999 between Airedale Realty Trust and W.F.
Wood, Inc. (5)
----------------------------------------------------------------------------------------------------------
10.11.1 Real Property Revised Lease Agreement dated January 14, 1994 between HTM Building
Investors LLC and Hi-Tech Manufacturing, Inc. (2)
----------------------------------------------------------------------------------------------------------
10.11.2 First Amendment to Lease. (2)
----------------------------------------------------------------------------------------------------------
10.11.3 Second Amendment to Lease. (2)
----------------------------------------------------------------------------------------------------------
10.12 Derrick D'Andrade Employment Agreement dated July 30, 1999. (1)*
----------------------------------------------------------------------------------------------------------
10.13 Edward Johnson Employment Agreement dated May 18, 2000. (5)*
----------------------------------------------------------------------------------------------------------
10.14 Gary Walker Employment Agreement dated July 30, 1999. (1)*
----------------------------------------------------------------------------------------------------------
10.15 Paul Walker Employment Agreement dated July 30, 1999. (1)*
----------------------------------------------------------------------------------------------------------
10.16 Philip Woodard Employment Agreement dated July 30, 1999. (1)*
----------------------------------------------------------------------------------------------------------
10.17 Stanley Plzak Employment Agreement dated as of July 27, 2000.*
----------------------------------------------------------------------------------------------------------
10.18 Warrant Subscription Agreement dated as of May 18, 2000. (3)
----------------------------------------------------------------------------------------------------------
10.19 Senior Subordinated Loan Agreement dated as of May 18, 2000. (3)
----------------------------------------------------------------------------------------------------------
10.20 Lease Agreement dated as of June 1, 2000 between SMTC Manufacturing Corporation of
North Carolina and Garrett and Garrett. (7)
----------------------------------------------------------------------------------------------------------
10.21 Lease Agreement dated as of August 11, 2000 between SMTC Manufacturing Corporation
of Massachusetts and Lincoln-Franklin LLC. (7)
----------------------------------------------------------------------------------------------------------
10.22 Class N Common Stock Redemption Agreement dated July 26, 2000.(9)
----------------------------------------------------------------------------------------------------------
10.23 Lease Agreement dated as of May 12, 1998 between the Haverdyne Company, LLC and
Qualtron, Inc. (9)
----------------------------------------------------------------------------------------------------------
10.24.1 Management Agreement dated July 30, 1999. (1)
----------------------------------------------------------------------------------------------------------
10.24.2 Termination Agreement dated as of July 27, 2000. (9)
----------------------------------------------------------------------------------------------------------
10.25 Share Purchase Agreement dated July 26, 2000 for the purchase of Gary Walker's
Class Y shares.(9)
----------------------------------------------------------------------------------------------------------
10.26 Funding Agreement dated July 26, 2000.(9)
----------------------------------------------------------------------------------------------------------
10.27 Promissory Note dated July 26, 2000.(9)
----------------------------------------------------------------------------------------------------------
10.28 Pledge Agreement dated July 26, 2000 with respect to shares of common stock of
SMTC owned by Gary Walker.(9)
----------------------------------------------------------------------------------------------------------
10.29 Class N Common Stock Redemption Agreement dated July 26, 2000.(9)
----------------------------------------------------------------------------------------------------------
10.30.1 Real Estate Sale Agreement between Flextronics International USA, Inc., as Seller,
and SMTC Manufacturing Corporation of Texas, as Purchaser, dated February 23,
2001.(9)
----------------------------------------------------------------------------------------------------------
10.30.2 First Amendment to Real Estate Sale Agreement dated July 31, 2001 between
Flextronics International USA, Inc. and SMTC Manufacturing Corporation of
Texas.(11)
----------------------------------------------------------------------------------------------------------
-18-
----------------------------------------------------------------------------------------------------------
Exhibit # Description of Exhibit
----------------------------------------------------------------------------------------------------------
10.31 Letter Agreement dated June 19, 2000 regarding Stockholders Agreement Lock-Up.(3)
----------------------------------------------------------------------------------------------------------
10.32 Real Property Lease dated as of November 24, 2000 between Udaras Na Gaeltachta and
Qualtron Teoranta.(11)
----------------------------------------------------------------------------------------------------------
10.33 First Amendment to Real Property Lease dated July 31, 2001 between Flextronics
International USA, Inc. and SMTC Manufacturing Corporation of Texas.(11)
----------------------------------------------------------------------------------------------------------
16.1 Letter from PricewaterhouseCoopers regarding change in certifying accountants.(1)
----------------------------------------------------------------------------------------------------------
16.2 Letter from Arthur Andersen regarding change in certifying accountants.(1)
----------------------------------------------------------------------------------------------------------
21.1 Subsidiaries of the registrant.(9)
----------------------------------------------------------------------------------------------------------
23.1 Consent of Ropes & Gray (included in Exhibit 5.1).
----------------------------------------------------------------------------------------------------------
23.2 Consent of KPMG LLP, Toronto, Canada.
----------------------------------------------------------------------------------------------------------
23.3 Consent of KPMG LLP, Milwaukee, Wisconsin.
----------------------------------------------------------------------------------------------------------
23.4 Consent of KPMG, Ireland.
----------------------------------------------------------------------------------------------------------
23.5 Consent of Arthur Andersen LLP.
----------------------------------------------------------------------------------------------------------
23.6 Consent of Canby, Maloney & Co., Inc.
----------------------------------------------------------------------------------------------------------
24.1 Power of Attorney (included on signature pages).
(1) Filed as an Exhibit to the Company's Registration Statement on Form S-1
filed on March 24, 2000 (File No. 333-33208) and incorporated by reference
herein.
(2) Filed as an Exhibit to Amendment No. 1 to the Company's Registration
Statement on Form S-1 filed on May 24, 2000 (File No. 333-33208) and
incorporated by reference herein.
(3) Filed as an Exhibit to Amendment No. 2 to the Company's Registration
Statement on Form S-1 filed on June 19, 2000 (File No. 333-33208) and
incorporated by reference herein.
(4) Filed as an Exhibit to Amendment No. 3 to the Company's Registration
Statement on Form S-1 filed on July 10, 2000 (File No. 333-33208) and
incorporated by reference herein.
(5) Filed as an Exhibit to Amendment No. 4 to the Company's Registration
Statement on Form S-1 filed on July 18, 2000 (File No. 333-33208) and
incorporated by reference herein.
(6) Filed as an Exhibit to the Company's Registration Statement on Form S-8
filed on August 22, 2000 (File No. 333-44250) and incorporated by reference
herein.
(7) Filed as an Exhibit to the Company's Report on Form 10-Q for the quarterly
period ended October 1, 2000 filed on November 15, 2000 (File No. 0-31051)
and incorporated by reference herein.
(8) Filed as an Exhibit to the Company's Current Report on Form 8-K filed on
December 7, 2000 (File No. 0-31051) and incorporated by reference herein.
(9) Filed as an Exhibit to the Company's Report on Form 10-K filed on April 2,
2001 (File No. 0-31051) and incorporated by reference herein.
(10) Filed as an Exhibit to Amendment No. 5 to the Company's Registration
Statement on Form S-1 filed on July 20, 2000 (File No. 333-33208) and
incorporated by reference herein.
(11) Filed as an Exhibit to the Company's Report on Form 10-Q for the quarterly
period ended July 1, 2001 filed on August 15, 2001 (File No. 0-31051) and
incorporated by reference herein.
* Management contract or compensatory plan
+ The Registrant agrees to furnish supplementally to the SEC a copy of any
omitted schedule or exhibit to such agreement upon request by the SEC.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
-19-
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
-------- -------
the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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;
(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;
(4) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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;
(5) the undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial
information; and
(6) insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, 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 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 of 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 on the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
-20-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Markham, The Province of Ontario, on this 23rd
day of August, 2001.
SMTC CORPORATION
By: /s/ Paul Walker
------------------------
Name: Paul Walker
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
-----------------
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby constitutes and appoints each of Paul Walker and Richard Smith, each with
full power of substitution, his true and lawful attorney-in-fact and agent with
full power to him to sign for him and in his name in the capacities indicated
below any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, and he hereby ratifies and confirms his
signature as it may be signed by said attorney to any and all such amendments.
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Post-Effective Amendment to Form S-1 on Form S-3 has been signed by the
following persons in the capacities and on the date indicated:
Signature Title Date
---------------------------- ----- ----
/s/ Paul Walker President, Chief Executive August 23, 2001
---------------------------- Officer (Principal Executive Officer)
Paul Walker and Director
/s/ Richard Smith Vice President and Chief August 23, 2001
---------------------------- Financial Officer
Richard Smith (Principal Financial and
Accounting Officer)
/s/ Gary Walker Executive Vice President, August 23, 2001
---------------------------- Business Programs Management
Gary Walker and Director
/s/ Ian Loring Director August 23, 2001
----------------------------
Ian Loring
/s/ Blair Hendrix Director August 23, 2001
----------------------------
Blair Hendrix
/s/ Stephen Adamson Director August 23, 2001
----------------------------
Stephen Adamson
-21-
Director August 23, 2001
----------------------------
Mark Benham
/s/ Michael Griffiths Director August 23, 2001
----------------------------
Michael Griffiths
/s/ Anthony Sigel Director August 23, 2001
----------------------------
Anthony Sigel
-22-
EXHIBIT INDEX
----------------------------------------------------------------------------------------------------------
Exhibit # Description of Exhibit
----------------------------------------------------------------------------------------------------------
1.1 Form of Underwriting Agreement. (5)
----------------------------------------------------------------------------------------------------------
2.1.1 Reorganization and Merger Agreement dated as of July 26, 1999. (4)
----------------------------------------------------------------------------------------------------------
2.1.2 Amendment to Reorganization and Merger Agreement, dated as of July 27, 2000. (9) +
----------------------------------------------------------------------------------------------------------
2.2 Stock Purchase Agreement dated as of May 23, 2000 (Pensar Corporation). (3)+
----------------------------------------------------------------------------------------------------------
2.3 Stock Purchase Agreement dated as of November 22, 2000 (Qualtron Teoranta and
Qualtron, Inc.). (8)
----------------------------------------------------------------------------------------------------------
2.4 Stock Purchase Agreement dated as of September 30, 1999 (W.F. Wood, Inc.). (1)+
----------------------------------------------------------------------------------------------------------
3.1 Amended and Restated Certificate of Incorporation. (7)
----------------------------------------------------------------------------------------------------------
3.2 Amended and Restated By-Laws. (7)
----------------------------------------------------------------------------------------------------------
3.3 Certificate of Designation. (7)
----------------------------------------------------------------------------------------------------------
4.1.1 Stockholders Agreement dated as of July 27, 2000. (6)
----------------------------------------------------------------------------------------------------------
4.1.2 Amended and Restated Stockholders Agreement dated as of November 22, 2000. (9)
----------------------------------------------------------------------------------------------------------
4.2 Form of certificate representing shares of common stock. (3)
----------------------------------------------------------------------------------------------------------
4.3 Warrant to purchase shares of Class L common stock and schedule of warrants
attached thereto. (5)
----------------------------------------------------------------------------------------------------------
4.4 Warrant to purchase shares of Class A-1 common stock and schedule of warrants
attached thereto. (5)
----------------------------------------------------------------------------------------------------------
4.5 Warrant to purchase shares of Class A-1 and Class L common stock and schedule of
warrants attached thereto. (5)
----------------------------------------------------------------------------------------------------------
4.6 15% Senior Subordinated Note and schedule of notes attached thereto. (5)
----------------------------------------------------------------------------------------------------------
4.7 Exchangeable Share Provisions attaching to the exchangeable shares of SMTC
Manufacturing Corporation of Canada. (7)
----------------------------------------------------------------------------------------------------------
4.8 Exchangeable Share Support Agreement dated as of July 27, 2000 among SMTC, SMTC
Manufacturing Corporation of Canada and SMTC Nova Scotia Company. (7)
----------------------------------------------------------------------------------------------------------
4.9 Voting & Exchange Trust Agreement dated as of July 27, 2000 among SMTC, SMTC
Manufacturing Corporation of Canada, CIBC Mellon Trust Company and SMTC Nova
Scotia Company. (7)
----------------------------------------------------------------------------------------------------------
4.10 Secured Demand Note of SMTC Manufacturing Corporation of Canada dated July 3,
2000. (4)
----------------------------------------------------------------------------------------------------------
4.11 Secured Demand Note of HTM Holdings, Inc. dated July 3, 2000. (4)
----------------------------------------------------------------------------------------------------------
4.12 Secured Demand Note of HTM Holdings, Inc. dated July 3, 2000. (4)
----------------------------------------------------------------------------------------------------------
4.13 Demand Note of SMTC Manufacturing Corporation of Canada dated July 3, 2000. (4)
----------------------------------------------------------------------------------------------------------
4.14 Secured Demand Note of HTM Holdings, Inc. dated July 3, 2000. (4)
----------------------------------------------------------------------------------------------------------
4.15 Secured Demand Note of HTM Holdings, Inc. dated July 3, 2000. (4)
----------------------------------------------------------------------------------------------------------
4.16 Demand Note of HTM Holdings, Inc. dated July 3, 2000. (4)
----------------------------------------------------------------------------------------------------------
5.1 Opinion of Ropes & Gray. (10)
----------------------------------------------------------------------------------------------------------
10.1.1 Credit and Guarantee Agreement dated as of July 28, 1999. (4)+
----------------------------------------------------------------------------------------------------------
10.1.2 First Amendment to Credit and Guarantee Agreement, dated as of November 4, 1999.
(5)
----------------------------------------------------------------------------------------------------------
10.1.3 Second Amendment to Credit and Guarantee Agreement, dated as of December 14, 1999.
(5)
----------------------------------------------------------------------------------------------------------
10.1.4 Third Amendment to Credit and Guarantee Agreement, dated as of May 15, 2000. (4)
----------------------------------------------------------------------------------------------------------
10.1.5 Amended and Restated Credit and Guarantee Agreement, dated as of July 27, 2000.
(7)+
----------------------------------------------------------------------------------------------------------
10.1.6 Amended and Restated Guarantee and Collateral Agreement dated as of July 27, 2000.
(7)
----------------------------------------------------------------------------------------------------------
10.1.7 First Amendment dated as of November 17, 2000 to the Amended and Restated Credit
and Guarantee Agreement. (9)
----------------------------------------------------------------------------------------------------------
10.1.8 Second Amendment dated as of December 28, 2000 to the Amended and Restated Credit
and Guarantee Agreement.(9)
----------------------------------------------------------------------------------------------------------
10.1.9 Third Amendment dated as of February 6, 2001 to the Amended and Restated
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Exhibit # Description of Exhibit
----------------------------------------------------------------------------------------------------------
Credit and Guarantee Agreement.(9)
----------------------------------------------------------------------------------------------------------
10.2 Amended and Restated SMTC (HTM) 1998 Equity Incentive Plan. (1)
----------------------------------------------------------------------------------------------------------
10.3 SMTC Corporation/SMTC Manufacturing Corporation of Canada 2000 Equity Incentive
Plan. (7)
----------------------------------------------------------------------------------------------------------
10.4.1 Real Property Lease dated as of September 1, 1993 between Ogden Atlantic Design
Co., Inc. and Garrett and Garrett . (5)
----------------------------------------------------------------------------------------------------------
10.4.2 Lease Renewal Agreement dated as of September 1, 1996 between Atlantic Design Co.,
Inc. and Garrett and Garrett. (5)
----------------------------------------------------------------------------------------------------------
10.4.3 Assignment of Lease dated as of September 16, 1997 between Ogden Atlantic Design
Co., Inc. and The SMT Centre S.E. Inc. (5)
----------------------------------------------------------------------------------------------------------
10.5 Form of Real Property Lease dated December 22, 1998 between Third Franklin Trust
and W.F. Wood, Inc. (4)
----------------------------------------------------------------------------------------------------------
10.6 Real Property Lease dated May 9, 1995 between Logitech Ireland Limited and Ogden
Atlantic Design (Europe) Limited. (5)
----------------------------------------------------------------------------------------------------------
10.7 Real Property Sublease Agreement dated March 29, 1996 between Radian
International, LLC and The SMT Centre of Texas Inc. (5)
----------------------------------------------------------------------------------------------------------
10.8 Real Property Lease, Work Letter Agreement and Lease Addendum between Edwin A.
Helwig and Barbara G. Helwig and The SMT Centre of Texas Inc. (5)
----------------------------------------------------------------------------------------------------------
10.9 Real Property Lease dated as of September 15, 1998 between Warden-McPherson
Developments Ltd. and The Surface Mount Technology Centre Inc. (5)
----------------------------------------------------------------------------------------------------------
10.10 Real Property Lease dated September 3, 1999 between Airedale Realty Trust and W.F.
Wood, Inc. (5)
----------------------------------------------------------------------------------------------------------
10.11.1 Real Property Revised Lease Agreement dated January 14, 1994 between HTM Building
Investors LLC and Hi-Tech Manufacturing, Inc. (2)
----------------------------------------------------------------------------------------------------------
10.11.2 First Amendment to Lease. (2)
----------------------------------------------------------------------------------------------------------
10.11.3 Second Amendment to Lease. (2)
----------------------------------------------------------------------------------------------------------
10.12 Derrick D'Andrade Employment Agreement dated July 30, 1999. (1)*
----------------------------------------------------------------------------------------------------------
10.13 Edward Johnson Employment Agreement dated May 18, 2000. (5)*
----------------------------------------------------------------------------------------------------------
10.14 Gary Walker Employment Agreement dated July 30, 1999. (1)*
----------------------------------------------------------------------------------------------------------
10.15 Paul Walker Employment Agreement dated July 30, 1999. (1)*
----------------------------------------------------------------------------------------------------------
10.16 Philip Woodard Employment Agreement dated July 30, 1999. (1)*
----------------------------------------------------------------------------------------------------------
10.17 Stanley Plzak Employment Agreement dated as of July 27, 2000.*
----------------------------------------------------------------------------------------------------------
10.18 Warrant Subscription Agreement dated as of May 18, 2000. (3)
----------------------------------------------------------------------------------------------------------
10.19 Senior Subordinated Loan Agreement dated as of May 18, 2000. (3)
----------------------------------------------------------------------------------------------------------
10.20 Lease Agreement dated as of June 1, 2000 between SMTC Manufacturing Corporation of
North Carolina and Garrett and Garrett. (7)
----------------------------------------------------------------------------------------------------------
10.21 Lease Agreement dated as of August 11, 2000 between SMTC Manufacturing Corporation
of Massachusetts and Lincoln-Franklin LLC. (7)
----------------------------------------------------------------------------------------------------------
10.22 Class N Common Stock Redemption Agreement dated July 26, 2000.(9)
----------------------------------------------------------------------------------------------------------
10.23 Lease Agreement dated as of May 12, 1998 between the Haverdyne Company, LLC and
Qualtron, Inc. (9)
----------------------------------------------------------------------------------------------------------
10.24.1 Management Agreement dated July 30, 1999. (1)
----------------------------------------------------------------------------------------------------------
10.24.2 Termination Agreement dated as of July 27, 2000. (9)
----------------------------------------------------------------------------------------------------------
10.25 Share Purchase Agreement dated July 26, 2000 for the purchase of Gary Walker's
Class Y shares.(9)
----------------------------------------------------------------------------------------------------------
10.26 Funding Agreement dated July 26, 2000.(9)
----------------------------------------------------------------------------------------------------------
10.27 Promissory Note dated July 26, 2000.(9)
----------------------------------------------------------------------------------------------------------
10.28 Pledge Agreement dated July 26, 2000 with respect to shares of common stock of
SMTC owned by Gary Walker.(9)
----------------------------------------------------------------------------------------------------------
10.29 Class N Common Stock Redemption Agreement dated July 26, 2000.(9)
----------------------------------------------------------------------------------------------------------
10.30.1 Real Estate Sale Agreement between Flextronics International USA, Inc., as Seller,
and SMTC Manufacturing Corporation of Texas, as Purchaser, dated February 23,
2001.(9)
----------------------------------------------------------------------------------------------------------
10.30.2 First Amendment to Real Estate Sale Agreement dated July 31, 2001 between
Flextronics International USA, Inc. and SMTC Manufacturing Corporation of
Texas.(11)
----------------------------------------------------------------------------------------------------------
10.31 Letter Agreement dated June 19, 2000 regarding Stockholders Agreement Lock-Up.(3)
----------------------------------------------------------------------------------------------------------
10.32 Real Property Lease dated as of November 24, 2000 between Udaras Na Gaeltachta and
Qualtron Teoranta.(11)
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Exhibit # Description of Exhibit
----------------------------------------------------------------------------------------------------------
10.33 First Amendment to Real Property Lease dated July 31, 2001 between Flextronics
International USA, Inc. and SMTC Manufacturing Corporation of Texas.(11)
----------------------------------------------------------------------------------------------------------
16.1 Letter from PricewaterhouseCoopers regarding change in certifying accountants.(1)
----------------------------------------------------------------------------------------------------------
16.2 Letter from Arthur Andersen regarding change in certifying accountants.(1)
----------------------------------------------------------------------------------------------------------
21.1 Subsidiaries of the registrant.(9)
----------------------------------------------------------------------------------------------------------
23.1 Consent of Ropes & Gray (included in Exhibit 5.1).
----------------------------------------------------------------------------------------------------------
23.2 Consent of KPMG LLP, Toronto, Canada.
----------------------------------------------------------------------------------------------------------
23.3 Consent of KPMG LLP, Milwaukee, Wisconsin.
----------------------------------------------------------------------------------------------------------
23.4 Consent of KPMG, Ireland.
----------------------------------------------------------------------------------------------------------
23.5 Consent of Arthur Andersen LLP.
----------------------------------------------------------------------------------------------------------
23.6 Consent of Canby, Maloney & Co., Inc.
----------------------------------------------------------------------------------------------------------
24.1 Power of Attorney (included on signature pages).
----------------------------------------------------------------------------------------------------------
(1) Filed as an Exhibit to the Company's Registration Statement on Form S-1
filed on March 24, 2000 (File No. 333-33208) and incorporated by reference
herein.
(2) Filed as an Exhibit to Amendment No. 1 to the Company's Registration
Statement on Form S-1 filed on May 24, 2000 (File No. 333-33208) and
incorporated by reference herein.
(3) Filed as an Exhibit to Amendment No. 2 to the Company's Registration
Statement on Form S-1 filed on June 19, 2000 (File No. 333-33208) and
incorporated by reference herein.
(4) Filed as an Exhibit to Amendment No. 3 to the Company's Registration
Statement on Form S-1 filed on July 10, 2000 (File No. 333-33208) and
incorporated by reference herein.
(5) Filed as an Exhibit to Amendment No. 4 to the Company's Registration
Statement on Form S-1 filed on July 18, 2000 (File No. 333-33208) and
incorporated by reference herein.
(6) Filed as an Exhibit to the Company's Registration Statement on Form S-8
filed on August 22, 2000 (File No. 333-44250) and incorporated by reference
herein.
(7) Filed as an Exhibit to the Company's Report on Form 10-Q for the quarterly
period ended October 1, 2000 filed on November 15, 2000 (File No. 0-31051)
and incorporated by reference herein.
(8) Filed as an Exhibit to the Company's Current Report on Form 8-K filed on
December 7, 2000 (File No. 0-31051) and incorporated by reference herein.
(9) Filed as an Exhibit to the Company's Report on Form 10-K filed on April 2,
2001 (File No. 0-31051) and incorporated by reference herein.
(10) Filed as an Exhibit to Amendment No. 5 to the Company's Registration
Statement on Form S-1 filed on July 20, 2000 (File No. 333-33208) and
incorporated by reference herein.
(11) Filed as an Exhibit to the Company's Report on Form 10-Q for the quarterly
period ended July 1, 2001 filed on August 15, 2001 (File No. 0-31051) and
incorporated by reference herein.
* Management contract or compensatory plan
+ The Registrant agrees to furnish supplementally to the SEC a copy of any
omitted schedule or exhibit to such agreement upon request by the SEC.