As filed with the Securities and Exchange Commission on April 23, 2002
File No. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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
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(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/(1)/ Price/(1)/
-----------------------------------------------------------------------------------------------
Common Stock,
$0.01 par value per
share 547,114 $2.03 $1,110,642 $103
===============================================================================================
/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, based on the
average of the high and low prices as reported on the Nasdaq National
Market on April 18, 2002.
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 APRIL 23, 2002
PROSPECTUS
4,922,114 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 April 22, 2002 the closing
sale price of the common stock on Nasdaq was $1.94 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 April 23, 2002.
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.
[This prospectus is part of a Post-Effective Amendment No. 3 to Form S-1 on
Form S-3 Registration Statement registering 12,650,000 shares of common stock
(of which 4,365,000 shares were registered to be issued in exchange for
exchangeable shares of SMTC Canada), filed on April 23, 2002 and a Form S-3
Registration Statement registering 547,114 shares of common stock filed on April
23, 2002.]
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
SMTC Corporation ("We" or "SMTC" or the "Company") provides advanced
electronics manufacturing services, or EMS, to electronics industry original
equipment manufacturers, or OEMs, primarily in the networking, industrial and
communications market segments. We service our customers through eight
manufacturing and technology centers strategically located in key technology
corridors in the United States, Canada, Europe and the cost-effective location
of Mexico. Our full range of value-added supply chain services include product
design, procurement, prototyping, cable and harness interconnect, high precision
enclosures, printed circuit board assembly, test, final system build,
comprehensive supply chain management, packaging, global distribution and
after-sales support.
We have customer relationships with industry leading OEMs such as IBM,
Alcatel, Dell, EMC 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 work closely with our customers and
are highly responsive to them throughout the design, manufacturing and
distribution process, providing services that allow them to focus on their core
competencies of sales, marketing and research and development. We seek to grow
our business through the addition of new, high quality customers and the
expansion of our relationships with existing customers.
SMTC Corporation is the result of the July 1999 combination of the
former SMTC Corporation, or Surface Mount, and HTM Holdings, Inc., or HTM.
Surface Mount was established in Toronto, Ontario in 1985. HTM was established
in Denver, Colorado in 1990. SMTC was established in Delaware in 1998. Combining
Surface Mount and HTM provided us with increased strategic and operational 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 enclosure
capabilities by acquiring Boston, Massachusetts based W.F. Wood. In July 2000,
we acquired Pensar Corporation, an EMS company specializing in design
engineering and headquartered in Appleton, Wisconsin. In November 2000, we
acquired Qualtron Teoranta, a provider of specialized cable and harness
interconnect assemblies, based in Donegal, Ireland and with a subsidiary in
Haverhill, Massachusetts.
Our Solutions
SMTC has developed and implemented unique operating models and
management systems to offer greater efficiency, flexibility and cost
effectiveness. The goal of these systems is to provide a higher level of
employee and team accountability and an enhanced ability to exceed customer's
expectations. Our customers benefit from the following components of the SMTC
solution:
Commodity Management. The Commodity Management Group provides customers with
product life cycle analysis identifying high risk components due to obsolescence
or technology upgrades and provides recommendations to maintain a continuous
production flow.
Copy Exact Model. All of SMTC's sites operate under the same model with
identical systems, processes and equipment. This enables customers to seamlessly
transfer their production to alternative sites to reduce costs and meet shifts
in demand.
Team Oriented Production System. Our customer focused model defines each
customer as a separate business unit with dedicated equipment, a dedicated
materials and program management team, quality personnel and focused business
systems. This approach enables teams to be tailored to specific customer
requirements, allowing the smallest and largest customers to receive the same
level of focus and breadth of service.
eBusiness. SMTC has implemented web-based systems through which it can
communicate, collaborate and plan throughout the entire supply chain in
real-time with its customers and suppliers. These systems accelerate the
timeliness and effectiveness of decision making and efficiently reach SMTC's
geographically dispersed facilities.
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Supply Chain Management. SMTC works with its customers to set up customized
inventory, logistics and distribution services to ensure that any unique
delivery requirements are met. These systems focus on minimizing the risk of
inventory shortfalls or excesses and improve overall cost effectiveness.
Our Strategy
Our objective is to provide OEM customers worldwide a complete EMS
solution which offers the advantages of electronics outsourcing, such as access
to advanced manufacturing technologies, reduced costs and faster time-to-market.
We intend to achieve this objective by pursuing the following business
strategies:
. Leverage our Global Presence in Strategic Markets.
. Continue to Provide Leading Edge Supply Chain Management
Capabilities.
. Provide Advanced Technological Capabilities and Comprehensive
Service Offerings.
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 ........................... 4,922,114 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."
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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; 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 or incorporated by reference 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 implement our
business plan and maintain covenant compliance under our credit agreement; (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 "Factors That May Affect Future Results" below and in the documents
incorporated in this Prospectus by reference. 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.
FACTORS THAT MAY AFFECT FUTURE RESULTS
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
We are exposed to general economic conditions, which could have a material
adverse impact on our business, operating results and financial condition.
As a result of recent unfavorable economic conditions and reduced
capital spending, our sales have declined from 2000 to 2001. In particular,
sales to OEMs in the telecommunications and networking industries worldwide were
impacted during the second half of 2001. If economic conditions worsen, we may
experience a material adverse impact on our business, operating results and
financial condition.
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 three customers in 2001 were IBM, Alcatel and Dell which
represented approximately 19.7%, 10.4% and 10.1%, respectively, of our total
revenue in 2001. Our top ten largest customers (including IBM, Dell and Alcatel)
collectively represented approximately 70% of our total revenue in 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
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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;
. 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. A continued recession or a downturn in the
electronics industry would likely have a material adverse effect on our
business, financial condition and results of operations.
-4-
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 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 and significant retrenchment in a short
period of time.
Since 1995, we have completed seven 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.
In 2001 we implemented a restructuring plan that called for significant
retrenchment. We closed our Denver and Haverhill facilities and resized
operations in Mexico and Ireland in an effort to reduce our cost structure.
Retrenchment has caused, and is expected to continue to cause, strain on our
infrastructure, including our managerial, technical and other resources. We may
experience inefficiencies as we integrate operations from closed facilities to
currently operating facilities and may experience delays in meeting the needs of
transferred customers. In addition, we are reducing the geographic dispersion of
our operations which may make it harder for us to compete and may cause us to
lose customers. The loss of customers could have a material adverse effect on
our business, financial condition and results of operations.
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 and
subsequent retrenchment 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 effectively, it may
have a material adverse effect on our business, financial condition and results
of operations.
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
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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.
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 implement our business plan depends in part on our
ability to retain key management and existing employees. 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 connection with our
restructuring, we significantly reduced our workforce. If we receive a
significant volume of new orders, we may have difficulty recruiting skilled
workers back into our workforce to respond to such orders and accordingly may
experience delays that could adversely effect our ability to meet customers'
delivery schedules.
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 12.4% in 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;
. trade restrictions; and
. dependence on key customers.
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
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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.
-7-
RISKS RELATED TO OUR CAPITAL STRUCTURE
Our indebtedness could adversely affect our financial health and severely limit
our ability to plan for or respond to changes in our business.
At December 31, 2001, we had $122.8 million of indebtedness under our
senior credit facility. 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 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. As at September 30,
2001, we were in violation of financial covenants contained in our
credit agreement. Such violation was waived and the credit
agreement was amended to provide financial covenants consistent
with our current revenues and our forecast for 2002. However,
there can be no assurance that we will maintain compliance with
the covenants under our credit agreement.
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, complete acquisitions, 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 monthly and quarterly financial condition
tests, which further restrict our ability to operate as we choose. As at
September 30, 2001, we were in violation of financial covenants contained in our
credit agreement. Such violation was waived and the credit agreement was amended
to provide financial covenants consistent with our current revenues and our
forecast for 2002. As a result of our non-compliance, customers may lose
confidence in us and reduce or eliminate their orders with us which may have a
material adverse effect on our business, financial condition and results of
operations.
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, LLC, 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, LLC, 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 16.7%,
respectively, of our outstanding shares as of March 15, 2002. In addition, two
of the nine directors who serve on our board are representatives of the Bain
funds, two are representatives of the Celerity funds, one is a representative of
Kilmer Electronics Group Limited and two are members of management. By virtue of
such stock ownership and board representation, the Bain
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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 have issued an aggregate of 6,391,559 exchangeable shares of our
subsidiary SMTC Canada, 1,469,445 were issued to Canadian investors prior to our
initial public offering, 4,375,000 were initially offered by SMTC Canada in our
initial public offering and 547,114 were issued as part of the consideration for
our purchase of Qualtron Teoranta, an Irish corporation on November 22, 2000.
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.
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General
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.
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Redemption
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,
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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.
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.
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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 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.
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Taxation of Capital Gains or Capital Losses
Under 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. Allowable capital losses which cannot be deducted from 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, a holder of exchangeable
shares (or common stock received on the redemption or exchange of exchangeable
shares) may be subject to special anti-deferral rules in each taxation year of
the holder that begins after 2002 (a "relevant taxation year") if: (a) SMTC
Corporation is a FIE at the end of its last taxation year ended at or before the
end of the relevant taxation year; and (b) the holder's exchangeable shares or
common stock, as the case may be, are not an "exempt interest" to the holder for
the relevant taxation year.
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.
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. 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.
A holder's exchangeable shares or common stock, as the case may be, will be
an "exempt interest" of the holder with respect to a relevant taxation year of
the holder if, among other things, each of the following conditions are
satisfied:
(a) SMTC Corporation is resident for the purposes of the Tax Act in a
country in which there is a "prescribed stock exchange" for the
purpose of the regulations to the Tax Act (which currently
includes the United States) at the time of SMTC Corporation's last
taxation year ended at or before the end of the relevant taxation
year.
(b) common stock of SMTC Corporation is widely held and actively
traded and listed on a prescribed stock exchange for the purposes
of the regulations to the Tax Act (which currently includes the
NASDAQ) during the period commencing with the later of the
beginning of the relevant taxation year and the date the holder
acquired his or her exchangeable shares and ending at the time
provided in (a) above; and
(c) it is reasonable to conclude that the holder did not have a "tax
avoidance motive", as defined in the proposed rules, for the
acquisition of his or her exchangeable shares.
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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. Holders should consult their own tax advisors for
the purposes of monitoring the status of the proposed rules and the tax
consequences to them of these rules.
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.
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, 2000 and 2001 and for the years then ended 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.
RECENT DEVELOPMENTS
As a result of restructuring actions and market conditions we have
incurred a significant operating loss, which resulted in our non-compliance with
certain financial covenants contained in our credit agreement as at September
30, 2001. On November 19, 2001, we and our lending group signed a definitive
term sheet for an agreement under which certain terms of the current credit
facility would be revised and the non-compliance as at September 30, 2001 would
be waived. In February 2002, we and our lending group executed an amendment to
our credit facility, substantially consistent with the term sheet, to waive the
September 30, 2001 defaults and to revise the covenant tests to be consistent
with both current revenues and the forecast for 2002.
In March 2002, we announced that we are closing our facility in Cork,
Ireland and that we are taking steps to place the subsidiary that operates the
Cork facility in voluntary liquidation. We will continue to conduct European
operations through our Donegal, Ireland facility, a separately owned subsidiary.
We expect to take an $8-10 million charge against earnings for the first quarter
of 2002 as a result of such facility closing. In addition, in March 2002 we were
advised that Simoco, a customer we served from our facility in Cork, had an
Administrator appointed by the courts in the United Kingdom as part of a
financial restructuring. We are continuing discussions with the Administrator to
mitigate our risk and we remain prepared to provide manufacturing services to
the Simoco Administrator once Simoco's restructuring is complete.
WHERE TO FIND MORE INFORMATION
-15-
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 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, 2001
Proxy Statement for our 2002 Annual Meeting of
Stockholders ......................................... Filed on March 29, 2002
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
-16-
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses expected to be incurred in
connection with the issuance and distribution of the securities described in
this Registration Statement.
Filing Fee ....................... $ 103
Miscellaneous .................... $ 10,000
------------- --------
Total ................... $ 10,103
----- --------
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 directors 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.
ITEM 16. EXHIBITS
Listed below are all exhibits filed as part of this Report. Certain
exhibits are incorporated herein by reference to (i) the Company's
Registration Statement on Form S-1 originally filed on March 24, 2000
(File No. 333-33208), and (ii) documents previously filed by the
Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended.
-17-
--------------------------------------------------------------------------------
Exhibit # Description
--------------------------------------------------------------------------------
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)
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
10.1.1 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 Credit and Guarantee Agreement. (9)
--------------------------------------------------------------------------------
10.1.10 Fourth Amendment and First Waiver dated as of February 11, 2002
to the Amended and Restated Credit and Guarantee Agreement. (12)
--------------------------------------------------------------------------------
10.1.11 First Amendment dated as of February 11, 2002 to the Amended and
Restated Guarantee and Collateral Agreement. (12)
--------------------------------------------------------------------------------
-18-
--------------------------------------------------------------------------------
Exhibit # Description
--------------------------------------------------------------------------------
10.1.12 Fifth Amendment and Second Waiver dated as of March 8, 2002 to
the Amended and Restated Credit and Guarantee Agreement. (12)
--------------------------------------------------------------------------------
10.1.13 Sixth Amendment and Third Waiver dated as of April 9, 2002 to the
Amended and Restated Credit and Guarantee Agreement. (13)
--------------------------------------------------------------------------------
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. (9)*
--------------------------------------------------------------------------------
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 Sale Agreement. (10)
--------------------------------------------------------------------------------
10.31 Real Property Lease dated as of November 24, 2000 between Udaras
Na Gaeltachta and Qualtron Teoranta. (10)
--------------------------------------------------------------------------------
-19-
--------------------------------------------------------------------------------
Exhibit # Description
--------------------------------------------------------------------------------
10.32.1 Lease Agreement between Flextronics International USA, Inc. and
SMTC Manufacturing Corporation of Texas. (11)
--------------------------------------------------------------------------------
10.32.2 First Amendment to Lease. (10)
--------------------------------------------------------------------------------
10.33 Employment offer letter from SMTC to Frank Burke dated July 26,
2001. (11)*
--------------------------------------------------------------------------------
10.34 Pledge Agreement dated April 16, 2001 between the Company and
Stanley Plzak. (12)
--------------------------------------------------------------------------------
10.35 Secured Promissory Note dated April 16, 2001 from Stanley Plzak
to the Company. (12)
--------------------------------------------------------------------------------
10.36 Pledge Agreement dated April 16, 2001 between the Company and
Richard V. Baxter, Jr. (12)
--------------------------------------------------------------------------------
10.37 Secured Promissory Note dated April 16, 2001 from Richard V.
Baxter, Jr. to the Company. (12)
--------------------------------------------------------------------------------
10.38 Pledge Agreement dated April 16, 2001 between the Company and
William M. Moeller. (12)
--------------------------------------------------------------------------------
10.39 Secured Promissory Note dated April 16, 2001 from William M.
Moeller to the Company. (12)
--------------------------------------------------------------------------------
10.40 Pledge Agreement dated April 16, 2001 between the Company and
Bruce D. Backer. (12)
--------------------------------------------------------------------------------
10.41 Secured Promissory Note dated April 16, 2001 from Bruce D.
Backer to the Company. (12)
--------------------------------------------------------------------------------
10.42 Pledge Agreement dated April 16, 2001 between the Company and
David E. Steel. (12)
--------------------------------------------------------------------------------
10.43 Secured Promissory Note dated April 16, 2001 from David E. Steel
to the Company. (12)
--------------------------------------------------------------------------------
10.44 Registration Rights Agreement dated February 8, 2002 between the
Company and Lehman Commercial Paper Inc. (12)
--------------------------------------------------------------------------------
10.45 Warrant Agreement dated as of February 8, 2002 between the
Company and Mellon Investor Services LLC. (12)
--------------------------------------------------------------------------------
21.1 Subsidiaries of the registrant. (9)
--------------------------------------------------------------------------------
23.1 Consent of KPMG LLP, Independent Auditors
--------------------------------------------------------------------------------
23.2 Consent of Ropes & Gray - included in the opinion filed as
Exhibit 5.1
--------------------------------------------------------------------------------
(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 for the yearly
period ended December 31, 2000 filed on April 2, 2001 (File No. 0-31051)
and incorporated by reference herein.
(10) 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.
(11) Filed as an Exhibit to the Company's Report on Form 10-Q for the quarterly
period ended September 30, 2001 filed on November 19, 2001 (File No.
0-31051) and incorporated by reference herein.
(12) Filed as an Exhibit to the Company's Report on Form 10-K for the yearly
period ended December 31, 2001 filed on March 29, 2002 (File No. 0-31051)
and incorporated by reference herein.
(13) Filed as an Exhibit to Post Effective Amendment No. 3 to the Company's
Registration Statement on Form S-1 on Form S-3 filed on April 23, 2002
(File No. 333-33208) and incorporated by reference herein.
* Management contract or compensatory plan
-20-
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 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,
-21-
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.
-22-
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 22nd
day of April, 2002.
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 Frank Burke, 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
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/s/ Paul Walker President, Chief Executive April 22, 2002
--------------------------- Officer and Director
Paul Walker (Principal Executive Officer)
/s/ Frank Burke Vice President and Chief April 22, 2002
--------------------------- Financial Officer
Frank Burke (Principal Financial and
Accounting Officer)
/s/ Stephen Adamson Director April 22, 2002
---------------------------
Stephen Adamson
/s/ Blair Hendrix Director April 22, 2002
---------------------------
Blair Hendrix
Director April 22, 2002
---------------------------
Mark Benham
/s/ Michael Griffiths Director April 22, 2002
---------------------------
Michael Griffiths
/s/ Ian Loring Director April 22, 2002
---------------------------
Ian Loring
/s/ Khalil Barsoum Director April 22, 2002
---------------------------
Khalil Barsoum
/s/ Gary Walker Executive Vice President, Business April 22, 2002
--------------------------- Programs Management and Director
Gary Walker
/s/ William Brock Director April 22, 2002
---------------------------
William Brock
EXHIBIT INDEX
--------------------------------------------------------------------------------
Exhibit # Description
--------------------------------------------------------------------------------
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)
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
10.1.1 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 Credit and Guarantee Agreement. (9)
--------------------------------------------------------------------------------
10.1.10 Fourth Amendment and First Waiver dated as of February 11, 2002
to the
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Exhibit # Description
--------------------------------------------------------------------------------
Amended and Restated Credit and Guarantee Agreement. (12)
--------------------------------------------------------------------------------
10.1.11 First Amendment dated as of February 11, 2002 to the Amended and
Restated Guarantee and Collateral Agreement. (12)
--------------------------------------------------------------------------------
10.1.12 Fifth Amendment and Second Waiver dated as of March 8, 2002 to
the Amended and Restated Credit and Guarantee Agreement. (12)
--------------------------------------------------------------------------------
10.1.13 Sixth Amendment and Third Waiver dated as of April 9, 2002 to the
Amended and Restated Credit and Guarantee Agreement. (13)
--------------------------------------------------------------------------------
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. (9)*
--------------------------------------------------------------------------------
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 Sale Agreement. (10)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Exhibit # Description
--------------------------------------------------------------------------------
10.31 Real Property Lease dated as of November 24, 2000 between Udaras
Na Gaeltachta and Qualtron Teoranta. (10)
--------------------------------------------------------------------------------
10.32.1 Lease Agreement between Flextronics International USA, Inc. and
SMTC Manufacturing Corporation of Texas. (11)
--------------------------------------------------------------------------------
10.32.2 First Amendment to Lease. (10)
--------------------------------------------------------------------------------
10.33 Employment offer letter from SMTC to Frank Burke dated July 26,
2001. (11)*
--------------------------------------------------------------------------------
10.34 Pledge Agreement dated April 16, 2001 between the Company and
Stanley Plzak. (12)
--------------------------------------------------------------------------------
10.35 Secured Promissory Note dated April 16, 2001 from Stanley Plzak
to the Company. (12)
--------------------------------------------------------------------------------
10.36 Pledge Agreement dated April 16, 2001 between the Company and
Richard V. Baxter, Jr. (12)
--------------------------------------------------------------------------------
10.37 Secured Promissory Note dated April 16, 2001 from Richard V.
Baxter, Jr. to the Company. (12)
--------------------------------------------------------------------------------
10.38 Pledge Agreement dated April 16, 2001 between the Company and
William M. Moeller. (12)
--------------------------------------------------------------------------------
10.39 Secured Promissory Note dated April 16, 2001 from William M.
Moeller to the Company. (12)
--------------------------------------------------------------------------------
10.40 Pledge Agreement dated April 16, 2001 between the Company and
Bruce D. Backer. (12)
--------------------------------------------------------------------------------
10.41 Secured Promissory Note dated April 16, 2001 from Bruce D.
Backer to the Company. (12)
--------------------------------------------------------------------------------
10.42 Pledge Agreement dated April 16, 2001 between the Company and
David E. Steel. (12)
--------------------------------------------------------------------------------
10.43 Secured Promissory Note dated April 16, 2001 from David E. Steel
to the Company. (12)
--------------------------------------------------------------------------------
10.44 Registration Rights Agreement dated February 8, 2002 between the
Company and Lehman Commercial Paper Inc. (12)
--------------------------------------------------------------------------------
10.45 Warrant Agreement dated as of February 8, 2002 between the
Company and Mellon Investor Services LLC. (12)
--------------------------------------------------------------------------------
21.1 Subsidiaries of the registrant. (9)
--------------------------------------------------------------------------------
23.1 Consent of KPMG LLP, Independent Auditors
--------------------------------------------------------------------------------
23.2 Consent of Ropes & Gray - included in the opinion filed as
Exhibit 5.1
--------------------------------------------------------------------------------
(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 for the yearly
period ended December 31, 2000 filed on April 2, 2001 (File No. 0-31051)
and incorporated by reference herein.
(10) 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.
(11) Filed as an Exhibit to the Company's Report on Form 10-Q for the quarterly
period ended September 30, 2001 filed on November 19, 2001 (File No.
0-31051) and incorporated by reference herein.
(12) Filed as an Exhibit to the Company's Report on Form 10-K for the yearly
period ended December 31, 2001 filed on March 29, 2002 (File No. 0-31051)
and incorporated by reference herein.
(13) Filed as an Exhibit to Post Effective Amendment No. 3 to the Company's
Registration Statement on Form S-1 on Form S-3 filed on April 23, 2002
(File No. 333-33208) 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.