0-31051
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98-0197680
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(Commission File Number)
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(IRS Employer Identification No.)
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635 Hood Road Markham, Ontario, Canada
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L3R 4N6
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(Address of Principal Executive Offices)
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(Zip Code)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry Into a Definitive Material Agreement.
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Item 3.03
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Material Modification to the Rights of Security Holders.
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(a)
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Please see the disclosure set forth under Item 5.03, which is incorporated by reference into this Item 3.03
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(b)
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The Board of Directors has recommended that the definition of “Expiration Date” in the SMTC Tax Benefits Preservation Plan be amended to eliminate the right of the Board to extend the plan in the Board’s discretion without stockholder approval. This proposed amendment to the SMTC Tax Benefits Preservation Plan will be included among the proposals for stockholder approval at SMTC’s 2012 annual meeting of stockholders.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws
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· Special meetings may now be called up to twice per year by holders of 10% or more of shares outstanding. Previously, shareholders were unable to call special meetings;
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· Shareholders are no longer limited to the number of Directors they may nominate for election to the Board. Previously, shareholders were limited to nominating three Directors;
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· Removal of a stakeholder clause; and
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· Modifications to the description of officers and titles that allows for two Chief Executive Officers and Presidents.
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Item 8.01
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Other Events.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Agreement, dated January 5, 2012 by and among SMTC Corporation and Red Oak Partners, LLC.
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10.2
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Second Amended and Restated By-laws of SMTC Corporation, adopted January 4, 2012.
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10.3
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Form of Fifth Amended and Restated Certificate of Incorporation (to be submitted for stockholder approval at SMTC’s 2012 Annual Meeting of Stockholders).
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99.1
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Press Release of SMTC Corporation dated January 5, 2012.
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SMTC CORPORATION
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Date: January 11, 2012
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By:
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/s/ Alex Walker
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Name:
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Alex Walker
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Title:
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Chief Executive Officer
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Exhibit
No.
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Description
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10.1
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Agreement, dated January 5, 2012 by and among SMTC Corporation and Red Oak Partners, LLC.
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10.2
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Second Amended and Restated By-laws of SMTC Corporation, adopted January 4, 2012.
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10.3
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Form of Fifth Amended and Restated Certificate of Incorporation (to be submitted for stockholder approval at SMTC’s 2012 Annual Meeting of Stockholders).
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99.1
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Press Release of SMTC Corporation dated January 5, 2012.
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