**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM 10-K/A**

**(AMENDMENTNO. 1)**

**(Mark One)**

**x**                              ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

**Forthe fiscal year ended June 25, 2004**

**OR**

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

**Forthe transition period from                       to                       **

**CommissionFile Number 1-08101**

**SMTEK INTERNATIONAL, INC.**

Exact Name of Registrantas Specified in Its Charter

| **DELAWARE**                                                                                                                 | ** ** | **33-0213512**                    |
|------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------|
| (State or Other  Jurisdiction of  Incorporation or Organization)                                                             |       | (I.R.S. Employer  Identification) |
| **200 Science Drive, Moorpark, CA 93021  (805) 532-2800**                                                                    |
| (Address,  including zip code, and telephone number, including  area code, of registrant’s principal executive offices) |

 

Securities registeredpursuant to Section 12(b) of the Act: **None**

Securitiesregistered pursuant to Section 12(g) of the Act:

| **Common Stock, $.01 Par Value** |
|----------------------------------|
| (Title of Class)                 |

 

Indicate by check markwhether the registrant:  (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.     Yes  x    No  o**

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment tothis Form 10-K.     o**

Indicate by check mark whetherthe registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes  o    No  x

Theaggregate market value of the voting and non-voting stock held bynon-affiliates of the registrant based on the closing price as reported by TheNasdaq SmallCap Market on December 26, 2003, the last business day of theregistrant’s most recently completed second fiscal quarter, was $17,155,072. Theregistrant had 2,690,995 shares of Common Stock outstanding as of August 31,2004.

 

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**ExplanatoryNote**

This Annual Report on Form 10-K is herebyamended only to include disclosures required in Part III and Part IV.

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**PART III**

**Item 10.   DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

Certaininformation about our directors and executive officers as of September 24,2004 is provided below:
| **Name**               | ** ** | ** ** | ** ** | **Age**                                                                             | ** ** | **Title** | ** ** |
|------------------------|------------|------------|------------|-------------------------------------------------------------------------------------|------------|-----------|------------|
| Kirk A. Waldron        |       | 41         |       | Interim President, Senior Vice President and  Chief Financial Officer and Secretary |       |
| Richard E.  Fitzgerald |       | 37         |       | Vice  President, Operations                                                         |       |
| Robert Miller          |       | 44         |       | Vice  President, Sales & Marketing                                         |       |
| James P. Burgess       |       | 73         |       | Chairman  of the Board of Directors                                                 |       |
| Kimon  Anemogiannis    |       | 42         |       | Director                                                                            |       |
| Steven M. Waszak       |       | 46         |       | Director                                                                            |       |
| Robert T. Howard       |       | 49         |       | Director                                                                            |       |
| Edward J. Smith        |       | 42         |       | Director                                                                            |       |

 

*Mr.**Waldron* joined us in fiscal year 2001 as Chief Financial Officer and Treasurer. In May 2002,he became Senior Vice President, in addition to his previous duties as ChiefFinancial Officer and Treasurer. In September 2004, Mr. Waldron wasnamed interim President. Before joining us, Mr. Waldron was a Director,President and Chief Executive Officer of AML Communications, Inc., amanufacturer of amplifiers for wireless communications, from February 1999until February 2001 and, before that, served as AML’s Chief FinancialOfficer from 1996 through February 1999. From 1994 to 1996, Mr. Waldronwas Chief Financial Officer at Dynamotion/ATI Corp., a manufacturer of drillsand routers for the integrated circuit board industry. Mr. Waldron is aCertified Public Accountant and holds a B.S. in Business Administration fromthe University of Southern California.

*Mr.**Fitzgerald* joined us in September 2002 as theDirector of Operations. In July 2003, he became Vice President ofOperations. Before joining us, Mr. Fitzgerald was in charge of Satelliteand Wireless Operations for California Amplifier, a manufacturer of integratedmicrowave solutions. Previous to Cal-AMP, Mr. Fitzgerald worked at IntelCorporation, a manufacturer of chips, boards, systems, and software for thecomputing and communications industries, for Intel’s New Mexico site. Mr. Fitzgeraldserved in the U.S. Marines for 12 years and holds a Bachelor of Science degreein Business Management, Organizational Development from the University ofMaryland.

*Mr.**Miller*joined us in January 2004 as VicePresident of Sales and Marketing.Mr. Miller has over 15 years of experience in leading sales, supply-chainmanagement and operations teams. Before joining us, Mr. Millerwas the regional directorat Future Electronics,  a distributorof electronics components, where he was selling high velocity supply-chainmanagement programs. Mr. Millerstudied Business Administration at Arizona State University. Mr. Miller is currently on the board ofdirectors of Orangewood Children’s Foundation.

*Dr.**Anemogiannis* works as a corporate consultant sinceretiring, in December 2001, as President and Chief Executive Officer ofSawtek, Inc., a Nasdaq traded company that was an original surfaceacoustic wave manufacturer that merged earlier in 2001 into Triquint, Inc.,a semi-conductor company. Prior to joining Sawtek, Dr. Anemogiannis heldvarious engineering positions for the surface acoustic wave group at SiemensMatsushita Components (now known as EPCOS, AG, a manufacturer of passiveelectronic components based in Munich, Germany from August 1986 to July 1995.Dr. Anemogiannis has a M.S. degree and a Ph.D. degree in ElectricalEngineering from the Technical University of Munich. Dr. Anemogiannis hasbeen a member of our Board of Directors since 2002.

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*Mr.**Waszak*****has****served, since 2001, as the Chief Financial Officer ofInternet Photonics, Inc., a company that develops and markets a platformof carrier-class transport and access solutions for telecommunication serviceproviders, cable MSO’s and large enterprises. Previously, he held the positionof Chief Financial Officer and Chief Operations Officer with Sonoma Systems, Inc.,a company that was acquired by Nortel Networks in 2001. Mr. Waszak is acertified public accountant who began his accounting career with Deloitte &Touche in 1988. He has over twenty years experience in operations, finance, andsenior management in technology companies. Mr. Waszak has been a member ofour Board of Directors since 2002.

*Mr.**Howard* is the President and Chief Executive Officerof TMW Enterprises, Inc., a private equity investment company with primaryinvestments in real estate, marketable securities, and several manufacturingbusinesses including electronic manufacturing services. Prior to joining TMWEnterprises in April 2001, Mr. Howard served as CFO of ElectronicProducts Integration Corporation (EPIC), a privately held contract manufacturerserving the EMS industry. In addition, he has over twenty years of broad-basedexperience in manufacturing and the financial services industry. Mr. Howardcurrently serves as a director in nearly all of TMW Enterprise’s affiliatedcompanies and, until June 2004, served as Chairman of the Board for EPIC.Mr. Howard has been a member of our Board of Directors since 2003.

*Mr.**Smith* was our President and Chief Executive Officeruntil his resignation effective September 18, 2004. Mr. Smith joinedus in January 2002 as Vice President, Business Development and he becamePresident and Chief Executive Officer in May 2002. Before joining us, Mr. Smithheld the position of senior sales executive with Avnet, Inc., a leadingsupplier of electronic components from 1994 through January 2002. Inaddition, he has over twenty years experience in various managerial roles inthe electronics sales and distribution industry. Mr. Smith serves as adirector of the Ventura County, California chapter of the American Red Cross.Mr. Smith has been a member of our Board of Directors since 2003.

*Mr.**Burgess* has served as our Chairman of the Boardsince February 2002. He is also a corporate consultant after serving asVice President of Trilogy Marketing, Inc., a manufacturers’ representativefirm for electronics products companies, from 1996 through 1999. From 1995 to1996, Mr. Burgess served as Vice President of Alcoa Fujikura Limited, asupplier of electrical products to the automotive industry. Mr. Burgessserved as Vice President of Electro-Wire Products, Inc., an electricaldistribution company, from 1985 to 1995, prior to the acquisition of thatcompany by Alcoa Fujikura Limited. Mr. Burgess has been a member of ourBoard of Directors since 1998.

Each of our directorsserves for one year or until his or her successor is duly elected. None of ourexecutive officers or directors is related either by blood or marriage. In June 1997,we agreed to provide Mr. Wheeler, our largest stockholder, with the rightto nominate two individuals for the Board. The Board members who are considerednominated pursuant to this understanding are Messrs. Burgess and Howard.Mr. Howard is employed as the President and Chief Executive Officer of TMWEnterprises, Inc., an entity owned, in whole or in part, by Mr. Wheeler.See also “Certain Relationships and Related Transactions.” Aside from theunderstanding between us and Mr. Wheeler regarding his two nominees, thereare no arrangements or understandings between the listed individuals and anyother person pursuant to which those individuals were selected or nominated asan officer or director.

**DirectorIndependence**

NASDAQ Marketplace Rule 4350requires that a majority of our directors be “independent,” as defined byNASDAQ Marketplace Rule 4200(a)(15). Our Board of Directors has reviewedthe independence of our directors pursuant to NASDAQ Marketplace Rule 4350and considered whether any transactions or relationships exist currently or,during the past three years existed, between each director, or certain familymembers of each director, and us or our subsidiaries and affiliates, seniormanagement or their affiliates, equity investors or independent auditors. As aresult of this review, our Board of Directors 

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hasdetermined that all directors, except Mr. Smith, who was our ChiefExecutive Officer, and Mr. Howard, who is an employee of our largeststockholder, are “independent” under the applicable NASDAQ Marketplace rules.

**Audit Committee**

We have a standing AuditCommittee that assists the Board in the oversight of the integrity of ourfinancial statements, our compliance with legal and regulatory requirementsthat relate to financial reporting matters, the independent auditors’qualifications and independence, the performance of our internal audit functionand independent auditors, compliance with our code of ethics for our chiefexecutive officer and senior financial officers and compliance with our code ofconduct for all of our personnel. The Audit Committee consists of Directors Waszak, as Chairman, Burgess and Anemogiannis. The Boardof Directors has determined that all members of the Audit Committee are “independent”within the meaning of the applicable listing standards for the NationalAssociation of Securities Dealers and all possess the applicable financialliteracy requirements of the Securities and Exchange Commission and the listingstandards for the NASDAQ Stock Market. The Board has determined that Mr. Waszakis the “audit committee financial expert,” as such term is defined by the SEC.

**Code of Conduct andEthics**

We have adopted a Code ofConduct and Ethics that applies in varying respects to our directors, officersand employees. This Code of Conduct and Ethics is posted on our website in thesection entitled “Investor Relations” at www.smtek.com. We intend to satisfythe disclosure requirements under Item 10 of Form 8-K regarding anamendment to, or waiver from, a provision of the Code of Conduct and Ethics byposting such amendment or waiver on our website.

**SECTION 16(a) BENEFICIALOWNERSHIP REPORTING COMPLIANCE**

Section 16(a) of the Securities Exchange Actof 1934, as amended, requires our executive officers and directors and personswho own more than 10% of a registered class of our equity securities to file aninitial report of ownership on Form 3 and changes in ownership on Form 4or 5 with the SEC and the National Association of Securities Dealers. Executiveofficers, directors and greater than 10% stockholders are also required by SEC rules tofurnish us with copies of all Section 16(a) forms they file.

Based solely on our reviewof the copies of such forms received by us and written representations fromcertain reporting persons, we believe that, with respect to fiscal year 2004,all filing requirements applicable to our officers, directors and 10%stockholders were met, except for the following, each of which wasinadvertently filed late: one Form 4 filed by Mr. Smith reporting onetransaction, one Form 4 filed by Mr. Waldron reporting onetransaction, one Form 4 filed by Mr. Fitzgerald reporting onetransaction, two Form 4s filed by Mr. Burgess reporting fivetransactions, one Form 4 filed by Mr. Howard reporting onetransaction, one Form 4/A filed by Mr. Anemogiannis to amend apreviously timely filed Form 4 reporting one transaction, one Form 4/Afiled by Mr. Waszak to amend a previously timely filed Form 4reporting one transaction.

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**Item 11.   EXECUTIVECOMPENSATION**

**Executive Compensation**

The followingtable provides certain summary information concerning the compensation earnedfor services rendered during the 2002, 2003 and 2004 fiscal years by our ChiefExecutive Officer and the other most highly compensated executive officerswhose aggregate salary and bonus for the 2004 fiscal year were in excess of$100,000. The listed individuals are sometimes referred to herein as the “namedexecutive officers.”

**SUMMARYCOMPENSATION TABLE**
|                                                 | ** ** | ** ** | ** ** | **Annual Compensation** | ** ** | **Long Term  Compensation  Awards:  Stock  Options** | ** ** | **All Other  Compensation** | ** ** |
|-------------------------------------------------|------------|------------|------------|------------------------------|------------|-----------------------------------------------------------|------------|----------------------------------|------------|
| **Name and Principal Positions** | ** ** | ** ** | ** ** | **Year**                     | ** ** | **Salary**                                                | ** ** | **Bonus**                        | ** ** | **Other(D)** | ** ** | **(#)** | ** ** | **(E)** | ** ** |
| Edward J. Smith(A)                              |       | 2004       |       | $                            | 200,000    |                                                      | $          | 150,000                          |       | $ | 10,300 |   |   | — |   |   |   | — |   |   |
| President & CEO                        |       | 2003       |       | 200,000                      |       | 50,000                                                    |       | 10,300                           |       |   | 70,000 |   |   |   | — |   |   |
|                                                 |       | 2002       |       | 53,200                       |       | —                                                    |       | 22,300                           |       |   | 15,000 |   |   |   | — |   |   |
| Kirk A. Waldron(B)                              |       | 2004       |       | $                            | 170,000    |                                                      | $          | 67,500                           |       | $ | 7,400 |   |   | — |   |   |   | 625 |   |   |
| Senior Vice President and CFO                   |       | 2003       |       | 170,000                      |       | 35,000                                                    |       | 7,700                            |       |   | 15,000 |   |   |   | — |   |   |
|                                            |       | 2002       |       | 140,000                      |       | 15,000                                                    |       | —                           |       |   | 10,000 |   |   |   | 1,700 |   |   |
| Richard E. Fitzgerald(C)                        |       | 2004       |       | $                            | 140,000    |                                                      | $          | 67,500                           |       | $ | 7,600 |   |   | — |   |   |   | — |   |   |
| Vice President of Operations                    |       | 2003       |       | 94,600                       |       | 30,000                                                    |       | —                           |       |   | 17,500 |   |   |   | — |   |   |
|                                                 |            |            |            |                              |            |                                                           |            |                                  |            |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(A)  Mr. Smith was appointed Presidentand Chief Executive Officer on May 13, 2002. Prior to that, Mr. Smithjoined us in January 2002 as the Vice President, Business Development. Hisreported salary for fiscal 2002 represents his salary from his hiring in January 2002to fiscal year end. Mr. Smith resigned his executive officer positionseffective September 18, 2004 and continues to serve as a member of ourBoard of Directors.

(B)        Mr. Waldron wasdesignated interim President by our Board of Directors on August 27, 2004effective September 18, 2004.

(C)        Mr. Fitzgerald wasappointed Vice President of Operations in July 2003. Prior to that, Mr. Fitzgeraldjoined us in September 2002 as the Director of Operations. His reportedsalary for fiscal 2003 represents his salary from his hiring in September tofiscal year end.

(D)       Amounts consist ofautomobile expenses $22,900 for Mr. Smith ($10,300 in 2004, $10,300 in2003 and $2,400 in 2002), $15,100 for Mr. Waldron($7,400 in 2004 and $7,700 in 2003) and $7,600 for Mr. Fitzgerald forfiscal 2004 and sales commissions of $19,900 for Mr. Smith for fiscal 2002when Mr. Smith was Vice President, Business Development.

(E)        Fiscal 2004 amountconsists of life insurance premiums paid on behalf of the named executiveofficer and, for fiscal 2002, 401(k) plan employer contributions allocated tothe named executive officer’s account.

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**Stock Options**

We didnot grant stock options to the Named Executive Officers in fiscal year 2004.

**FISCAL YEAR ENDOPTION VALUES**
| **Name**               | ** ** | ** ** | ** **    | **Number of Securities  Underlying  Unexercised Options  at FY-End  (#) Exercisable /  Unexercisable** | ** ** | **Value of  Unexercised In-The-  Money Options at  FY-End ($)  Exercisable /  Unexercisable(A)** | ** **       |
|------------------------|------------|------------|---------------|--------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------------|
| Edward J. Smith        |       |       | 28,750/16,250 |                                                                                                                                 |       | $                                                                                                                              | 128,425/$340,725 |   |
| Kirk A. Waldron        |       |       | 15,000/30,000 |                                                                                                                                 |       | 54,275/74,025                                                                                                                  |             |
| Richard E.  Fitzgerald |       |       | 5,625/16,875  |                                                                                                                                 |       | 36,056/108,169                                                                                                                 |             |
|                        |            |            |               |                                                                                                                                      |            |                                                                                                                                |                  |  |  |  |

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(A)  The value of unexercised in-the-money options is based upon thefair market value for Common Stock on June 25, 2004, the last day of the2004 fiscal year, of $7.28 less the applicable exercise price.

**Compensation Committee Interlocks and InsiderParticipation**

The Compensation Committeeconsists of Messrs. Burgess and Waszak. Neither of these directors was anofficer or employee of ours at any time during the 2004 fiscal year or at anyother time. None of our current executive officers has ever served as a memberof the board of directors or compensation committee of any other entity thathas or has had one or more of its executive officers serve as a member of theCompany’s Board or Compensation Committee.

**Director Compensation**

Pursuant to the 2003Equity Incentive Plan, each non-employee director is automatically granted astock option to purchase 5,000 shares of Common Stock upon initial election orre-election to the Board. Each option granted is immediately exercisable uponthe grant date and has a ten-year term. In addition, on July 1stof every year, each non-employee director receives cash compensation of$12,000. Every quarter, each non-employee director receives compensation of$1,000 for each meeting of the Board attended in person or by telephone duringthe past fiscal quarter and $500 for each committee meeting attended in personor by telephone during the past fiscal quarter (if such committee meetings arenot held on the same day as meetings of the Board). The Chairman of the Boardreceived an additional $5,000 each month during the 2004 fiscal year. Directorsare reimbursed for their travel and other related expenses.

**EmploymentContracts, Termination of Employment and Change in Control Arrangements**

Mr. Smith had a written contract with us, effective May 14,2002 that was voluntarily terminated by Mr. Smith effective September 18,2004. Pursuant to the contract, Mr. Smith’s base salary was initially$250,000, subject to adjustment, with a bonus opportunity based upon theachievement of goals and objectives to be established by the Board. Mr. Smith’semployment was “at will.” He would have been entitled to a one-year severanceif terminated without cause. He was also entitled to this severance if (a) heterminated his employment if our headquarters was relocated more than 20 milesfrom Moorpark, California, (b) he was required to report for employmentduties more than 20 miles from Moorpark, California or (c) he resignedpursuant to a direct request from the Board. Mr. Smith is subject toconfidentiality, non-solicitation and non-competition clauses pursuant to thiscontract. He was also entitled to receive a company vehicle for transportation,among other benefits. Pursuant to the contract, Mr. Smith was entitled toreceive an additional option to purchase 45,000 shares of Common Stock thatwould vest over a three-year period. Such options were granted subsequent tofiscal year-end from the 2003 Equity Incentive Plan (“2003 Plan”).

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Mr. Waldron has a written contract with us, effective July 1,2004. In the contract, Mr. Waldron’s base salary was initially $170,000per year, subject to adjustment, with a bonus opportunity based upon theachievement of goals and objectives to be established by the Board. Mr. Waldron’semployment is “at will.” He is entitled to a one-year severance if terminatedwithout cause. He is also entitled to this severance if (a) he terminateshis employment after our headquarters is relocated more than 20 miles fromMoorpark, California, (b) he is required to report for employment dutiesmore than 20 miles from Moorpark, California or (c) he resigns pursuant toa direct request from the Chief Executive Officer or the Board. Mr. Waldronis subject to confidentiality, non-solicitation and non-competition clausespursuant to this contract. He is also entitled to receive a company vehicle fortransportation, among other benefits.

Mr. Fitzgerald has awritten contract with us, effective July 1, 2004. In the contract, Mr. Fitzgerald’sbase salary was initially $140,000 per year, subject to adjustment, with abonus opportunity based upon the achievement of goals and objectives to beestablished by the Board. Mr. Fitzgerald’s employment is “at will.” He isentitled to one-year of severance if terminated without cause. Heis also entitled to this severance if (a) he terminates his employmentafter our headquarters is relocated more than 20 miles from Moorpark,California, (b) he is required to report for employment duties more than20 miles from Moorpark, California or (c) he resigns pursuant to a directrequest from the Chief Executive Officer or the Board. Mr. Fitzgerald issubject to confidentiality, non-solicitation and non-competition clausespursuant to this contract. He is also entitled to receive a company vehicle fortransportation, among other benefits.

**Item 12.   SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS**

**EQUITY COMPENSATION PLAN INFORMATION**

Thefollowing table provides information as of the end of the 2004 fiscal year withrespect to the shares of Common Stock that may be issued under our existingequity compensation plans.
| ** **                                              | ** ** | **A**      | ** ** | **B**                                                                                                                                                       | ** ** | **C**                                                                                                | ** ** |
|---------------------------------------------------------|------------|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------|------------|
| **Plan Category**                                  | ** ** | ** ** | ** ** | **Number of  Shares of  Common Stock to  be Issued upon  Exercise of  Outstanding  Options,  Warrants and  Rights** | ** ** | **Weighted  Average  Exercise Price  of Outstanding  Options,  Warrants and  Rights** | ** ** | **Number of  Shares of  Common Stock  Available for  Future Issuance  under Equity  Compensation  Plans  (Excluding  Securities  listed in  Column A)** | ** ** |
| Equity Compensation Plans Approved by  Stockholders(1)  |       |       | 560,684    |                                                                                                                                                        |       |                                                                                                 | $          | 3.67 |   |   |   | 325,936 | (2) |   |
| Equity  Compensation Plans Not Approved by Stockholders |       |       | —     |                                                                                                                                                        |       |                                                                                                 | —     |   |   |   | — |   |   |
| Total                                                   |       |       | 560,684    |                                                                                                                                                        |       |                                                                                                 | $          | 3.67 |   |   |   | 325,936 | (2) |   |
|                                                         |            |            |            |                                                                                                                                                             |            |                                                                                                      |            |  |  |  |  |  |  |  |  |  |

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(1)          Consists of the Amendedand Restated 1996 Stock Incentive Plan (“1996 Plan”), the Amended and RestatedNon-Employee Directors Stock Plan (“1998 Plan”) and the 2003 Plan.

(2)          Consistsof shares of Common Stock available for future issuance under the 2003 Plan. Thereare no shares of Common Stock available for future issuance under the 1996 Planor the 1998 Plan.

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**SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT**

Thefollowing table sets forth information regarding beneficial ownership, as of October 8,2004, concerning: (a) each beneficial owner of more than 5% of theoutstanding capital stock of the Company; (b) each of our currentdirectors and executive officers; and (c) all of our current directors andexecutive officers as a group.
| **Name/Address of Beneficial Owner**                                                  | ** ** | ** ** | ** ** | **Number of  Shares of  Common Stock** | ** ** | **Percent of  Class(A)** | ** ** |
|------------------------------------------------------------------------------------------------------|------------|------------|------------|-------------------------------------------------------|------------|-------------------------------|------------|
| Thomas M. Wheeler  801 W. Big Beaver  Road, Suite 201  Troy, Michigan 48084                     |       |       | 881,812    | (B)                                                   |       |                          | 32.71      | % |   |
| Mr. Gene  Haas  Trustee of the Gene  Haas Trust DTD 3-9-99  2800 Sturgis Road  Oxnard, CA 93030 |       |       | 268,369    | (C)                                                   |       |                          | 9.95       |   |   |

 
| **Directors & Officers**                   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|----------------------------------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| James P. Burgess                                         |       |       | 80,365     | (D)        |       |       | 2.93       |       |       |
| Edward J. Smith                                          |       |       | 47,750     | (E)        |       |       | 1.75       |       |       |
| Kimon  Anemogiannis                                      |       |       | 48,096     | (F)        |       |       | 1.75       |       |       |
| Steven M. Waszak                                         |       |       | 48,096     | (G)        |       |       | 1.75       |       |       |
| Robert T. Howard                                         |       |       | 49,473     | (H)        |       |       | 1.44       |       |       |
| Kirk A. Waldron                                          |       |       | 33,750     | (I)        |       |       | 1.24       |       |       |
| Richard E.  Fitzgerald                                   |       |       | 1,875      | (J)        |       |       | *          |       |       |
| Directors and executive  officers as a group (8 persons) |       |       | 309,405    | (K)        |       |       | 10.44      |       |       |

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*                    Representsless than 1% of the outstanding shares.

(A)       Beneficial ownership isdetermined in accordance with the rules of the Securities and ExchangeCommission. Shares of Common Stock subject to options or warrants exercisablewithin 60 days of September 26, 2003 are deemed outstanding for computingthe percentage ownership of the stockholder holding the options or warrants,but are not deemed outstanding for computing the percentage ownership of anyother stockholder. Unless otherwise indicated in the footnotes to this table,the Company believes the stockholders named in the table have sole voting andsole investment power with respect to the shares set forth opposite suchstockholder’s name. Percentage of ownership is based on shares of Common Stockas of October 8, 2004.

(B)        According to Schedule 13Dfiled on February 15, 2002. Includes 10,000 shares of Common stock subjectto an option granted to Mr. Howard.

(C)        Represents shares ofCommon Stock issued upon conversion in 2004of all shares of Series A Preferred Stock held by The Gene Haas Trust.

(D)       Includes 50,806 shares ofCommon Stock underlying options that are exercisable within 60 days.

(E)        Includes 36,250 shares ofCommon Stock underlying options that are exercisable within 60 days.

(F)         Includes 48,096 shares ofCommon Stock underlying options that are exercisable within 60 days.

(G)      Includes 48,096 shares ofCommon Stock underlying options that are exercisable within 60 days.

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(H)      Includes 39,473 shareunderlying options as well as 10,000 shares of Common Stock underlying anoption granted by Mr. Wheeler. All options are exercisable within 60 days.

(I)            Includes 33,750 sharesof Common Stock underlying options that are exercisable within 60 days.

(J)           Includes 1,875 sharesof Common Stock underlying options that are exercisable within 60 days.

(K)       Includes268,346 shares of Common Stock underlying options that are exercisable within 60days.

**Item 13.   CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS**

On June 30, 1997, we borrowed $2 million from Mr. Wheeler.As one of the conditions to obtaining the $2 million loan from Mr. Wheeler,we agreed to give Mr. Wheeler the right to nominate two individuals for usBoard of Directors. Although the loan was repaid in May 1999, it was theunderstanding of Mr. Wheeler and us that Mr. Wheeler would have theongoing right to nominate two individuals for directorships. The Board memberswho are considered nominated pursuant to this understanding are Messrs. Burgessand Howard.

We believe all transactions with our affiliates have been enteredinto on terms no less favorable to us than we could have been obtained fromindependent third parties. We intend that any transactions and permissibleloans with officers, directors and 5% or greater stockholders, following thedate of this proxy statement, will be on terms no less favorable to us than theCompany could be obtained from independent third parties and will be approvedby our audit committee.

**ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES**

Audit Fees.   The fees billed byPricewaterhouseCoopers LLP for professional services rendered in connectionwith the audit of the Company’s annual consolidated financial statements forthe 2004 and 2003 fiscal years and the review of the consolidated financialstatements included in the Company’s Quarterly Reports on Form 10-Qfor the 2004 and 2003 fiscal years were $138,650 and $102,500, respectively.

Audit-Related Fees.   The audit-related fees paidto PricewaterhouseCoopers LLP for the 2004 and 2003 fiscal years were $31,950****and $5,810, respectively, and consisted of fees for variousaccounting consultations, primarily reviewing our Current Reports on Form 8-Kand GAAP consultations.

Tax Fees.*  *Tax feespaid to PricewaterhouseCoopers LLP for the 2004 and 2003 fiscal years were$27,295 and $41,896, respectively, and consisted of fees related to the reviewof our corporate tax returns.

The Audit Committee has determined that all non-auditservices provided by PricewaterhouseCoopers LLP are compatible with maintainingPricewaterhouseCoopers LLP’s independence.

The audit committee has exclusive authority topre-approve non-audit services, but the audit committee may delegate thisauthority to one or more independent members of the audit committee pursuant tospecific, detailed pre-approval policies and procedures adopted by the auditcommittee. Any committee member acting under delegated authority must report tothe full audit committee at each regularly scheduled audit committee meeting.

 

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**PART IV**

**Item 15.**   EXHIBITS, FINANCIAL STATEMENT SCHEDULESAND REPORTS OF FORM 8-K

(a)(1)   CONSOLIDATED FINANCIAL STATEMENTS ANDSCHEDULES

The consolidated financial statements were set forthunder Item 8 of Part II of the Annual Report on Form 10-K filedby us on September 2, 2004.

(a)(2)   Financial Statement Schedules

The financial statement schedules were omitted becausethey were either not applicable or the information was included in the notes toconsolidated financial statements.

(a)(3)   EXHIBITS:
| Exhibit   Number | ** ** | ** **                                                                                                                                                                                                                                                                                                                                  | ** ** | ** ** | **Description** | ** ** |
|------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|-----------------|------------|
| 2.1              |       | Agreement and Plan of  Merger dated May 28, 1998 among the Company, Jolt Technology, Inc.  and the shareholders of Jolt Technology, Inc. (incorporated by reference  to Appendix A of the Company’s Definitive Proxy Statement filed on  June 12, 1998)                                                            |
| 2.2              |       | Stock Purchase Agreement  dated January 24, 1999 between SMTEK International, Inc. and the  shareholders of Technetics, Inc. (incorporated by reference to  Exhibit 99.1 of the Company’s Current Report on Form 8-K  filed on February 12, 1999).                                                       |
| 2.3              |       | Agreement dated  November 12, 1999 between DDL Europe, Ltd. (a former subsidiary of the  Company) and Fast Track Circuits, Ltd. for the sale of the capital stock of  Irlandus Circuits, Ltd. incorporated by reference to Exhibit 10.1 of the  Company’s Current Report on Form 8-K filed on December 28,  1999.) |
| 2.4              |       | Stock Purchase  Agreement, dated January 9, 2004, by and between Jolt Technology  Acquisition, Inc. and SMTEK International, Inc. (incorporated by  reference to Exhibit 2.1 of the Company’s Current Report on 8-K  filed on January 20, 2004.)                                                              |
| 3.1              |       | Amended and Restated  Certificate of Incorporation of SMTEK International, Inc. (incorporated  by reference to Exhibit 3.1 of the Company’s 2004 Annual Report on  Form 10-K filed on September 2, 2004).                                                                                                          |
| 3.2              |       | Bylaws of the Company,  amended and restated effective August 23, 2000 (incorporated by reference to  Exhibit 3.2 of the Company’s 2000 Annual Report on Form 10-K,  filed on August 28, 2000).                                                                                                                         |
| 4.1              |       | Indenture dated  July 15, 1988, applicable to the Company’s 81¤2%  Convertible Subordinated Debentures due August 1, 2008 (incorporated by  reference to Exhibit 4-c of the Company’s 1988 Annual Report on  Form 10-K, filed on September 22, 1988).                                               |
| 4.2              |       | Supplemental Indenture  relating to the Company’s 81¤2%  Convertible Subordinated Debentures due August 1, 2008 (incorporated by  reference to Exhibit 4-b of the Company’s 1991 Annual Report on  Form 10-K, filed on September 25, 1991).                                                              |
| 4.3              |       | Certificate of  Designations (incorporated by reference to Exhibit 4.1 of the Company’s  current report on Form 8-K filed on September 8, 2003).                                                                                                                                                                             |
| 10.1*            |       | 1993 Stock Incentive  Plan (incorporated by reference to Exhibit 4.7 of the Company’s  Registration Statement on Form S-8, Commission file No. 33-74400).                                                                                                                                                                    |
| 10.2*            |       | Amended and Restated  1996 Stock Incentive Plan (incorporated by reference to Exhibit A of the  Company’s Definitive Proxy Statement for the fiscal 1999 Annual Stockholders  Meeting filed on November 29, 1999).                                                                                                           |

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| 10.3* |   | Amended and  Restated 1998 Non-Employee Directors Stock Plan (incorporated by reference to  Exhibit B of the Company’s Proxy Statement for the fiscal 2000 Annual  Stockholders Meeting).                                                                                                                                                                                                                                                                     |
|-------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.4* |   | SMTEK  International, Inc. 2003 Equity Incentive Plan (incorporated by  reference to Appendix C to the Company’s Definitive Proxy Statement on  Schedule 14A filed on October 20, 2003.)                                                                                                                                                                                                                                                                 |
| 10.5  |   | Standard  Industrial/Commercial Multi-Tenant Lease—Modified Net dated December 20,  2000 between Technetics, Inc. and Pomerado Leasing No. 8 L.P.  (including Addendum) (incorporated by reference to Exhibit 10.8 of the  Company’s 2001 Annual Report on Form 10-K filed on September 26,  2001).                                                                                                                                  |
| 10.6  |   | Standard  Industrial/Commercial Tenant Lease—dated July 20, 2001 between  SMTEK, Inc. and Moorpark Venture, L.P. (including Addendum, Sublease and  Attornment/Non-Disturbance Agreement Among Parker-Hannifan, SWS Partners,  MVLP and SMTEK, Inc.) (incorporated by reference to Exhibit 10.9 of  the Company’s 2001 Annual Report on Form 10-K filed on  September 26, 2001).                                                |
| 10.7  |   | Amendment No. 1 of  Standard Industrial/Commercial Tenant-Lease, Dated May 6, 2002 between  SMTEK, Inc. and Moorpark Venture, L.P. (incorporated by reference to  Exhibit 10.9.1 of the Company’s 2002 Annual report on Form 10-K  filed on September 26, 2002).                                                                                                                                                                     |
| 10.8  |   | Credit and Security Agreement  dated September 19, 2003, by and among Wells Fargo Business  Credit, Inc., SMTEK International, Inc., Jolt  Technology, Inc., SMTEK New England, Inc., SMTEK Santa  Clara, Inc. and Technetics, Inc. (incorporated by reference to  Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q  for the quarter ended September 30, 2003, filed on October 31,  2003). |
| 10.9  |   | First Amendment to  Credit and Security Agreement, dated June 25, 2004, by and among Wells  Fargo Business Credit, Inc., SMTEK International, Inc., SMTEK New  England, Inc., SMTEK Santa Clara, Inc. and Technetics, Inc.  (incorporated by reference to Exhibit 10.9 of the Company’s 2004 Annual  Report on Form 10-K filed on September 2, 2004).                                                                 |
| 10.10 |   | Credit Facility  Agreement, dated May 6, 2004, by and between Bank Thai Public Company  Limited and SMTEK International (Thailand) Company limited (incorporated by  reference to Exhibit 10.1 of the Company’s Quarterly Report on  Form 10-Q for the quarter ended March 31, 2004, filed on  May 10, 2004).                                                                                                                             |
| 10.11 |   | Guarantee Agreement,  dated May 6, 2004, by and between Bank Thai Public Company Limited and  SMTEK International, Inc. (incorporated by reference to  Exhibit 10.2 or the Company’s Quarterly Report on Form 10-Q  for the quarter ended March 31, 2004, filed on May 10, 2004).                                                                                                                                                    |
| 10.12 |   | Lease between SMTEK New  England and Cedar Marlboro Realty Corporation dated November 1, 2002  (including Guaranty) (incorporated by reference to Exhibit 10.1 of the  Company’s Quarterly Report on Form 10-Q for the quarter ended  December 31, 2001, filed on February 11, 2002).                                                                                                                                                     |
| 10.13 |   | Single-Tenant Commercial  Space Lease Between SMTEK Santa Clara and Deerfield Scott LLC dated  June 10, 2002.                                                                                                                                                                                                                                                                                                                                                      |

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| 10.14* |   | Amended and  Restated Employment Agreement between the Company and Edward J. Smith.  (incorporated by reference to Exhibit 10.14 of the Company’s 2004 Annual  Report on Form 10-K filed on September 2, 2004).                                                  |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.15* |   | Amended and Restated  Employment Agreement between the Company and Kirk A. Waldron. (incorporated  by reference to Exhibit 10.15 of the Company’s 2004 Annual Report on  Form 10-K filed on September 2, 2004).                                                  |
| 10.16* |   | Employment Agreement  between the Company and Richard E. Fitzgerald. (incorporated by reference to  Exhibit 10.16 of the Company’s 2004 Annual Report on Form 10-K  filed on September 2, 2004).                                                                 |
| 10.17* |   | Employment Agreement  between the Company and Robert Miller. (incorporated by reference to  Exhibit 10.1 of the Company’s current report on Form 8-K  filed on October 7, 2004).                                                                                 |
| 10.18* |   | Executive Bonus Plan  (incorporated by reference to Exhibit 10.1 of the Company’s current  report on Form 8-K filed on October 5, 2004.                                                                                                                          |
| 10.19  |   | Series A Preferred  Stock Purchase Agreement, dated as of September 8, 2003, by and between  the Company and The Gene Haas Trust (incorporated by reference to  Exhibit 10.1 of the Company’s Current Report on Form 8-K  filed on September 8, 2003). |
| 10.20  |   | Registration Rights  Agreement, dated as of September 8, 2003, by and between the Company and  The Gene Haas Trust (incorporated by reference to Exhibit 4.1 of the  Company’s Current Report on Form 8-K filed on September 8,  2003).                     |
| 21     |   | Subsidiaries of the  Registrant. (incorporated by reference to Exhibit 21 of the Company’s  2004 Annual Report on Form 10-K filed on September 2, 2004).                                                                                                         |
| 23.1   |   | Consent of Independent  Registered Public Accounting Firm, PricewaterhouseCoopers LLP. (incorporated  by reference to Exhibit 21 of the Company’s 2004 Annual Report on  Form 10-K filed on September 2, 2004).                                                  |
| 23.2   |   | Consent of Independent  Registered Public Accounting Firm, KPMG LLP. (incorporated by reference to  Exhibit 21 of the Company’s 2004 Annual Report on Form 10-K  filed on September 2, 2004).                                                                    |
| 31.1+  |   | Rule 13a-14(a)/15d-14(a) Certification  of Principal Executive Officer.                                                                                                                                                                                                    |
| 31.2+  |   | Rule 13a-14(a)/15d-14(a) Certification  of Principal Financial Officer.                                                                                                                                                                                                    |
| 32.1   |   | Section 1350  Certification of Principal Executive Officer. (incorporated by reference to  Exhibit 21 of the Company’s 2004 Annual Report on Form 10-K  filed on September 2, 2004).                                                                        |
| 32.2   |   | Section 1350  Certification of Principal Financial Officer. (incorporated by reference to  Exhibit 21 of the Company’s 2004 Annual Report on Form 10-K  filed on September 2, 2004).                                                                        |

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*                    Indicatesmanagement compensation plan, contract or arrangement required to be filed asan exhibit pursuant to applicable rules of the Securities and ExchangeCommission.

+                Filed herewith

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**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized, on October 22, 2004.
|        | Smtek International, Inc.                      |
|--------|------------------------------------------------|
|   | /s/ Kirk A. Waldron                            |
|   | Kirk A. Waldron                                |
|   | *Interim President, Senior Vice President and* |
|   | *Chief Financial Officer*                      |

 

POWER OF ATTORNEY:   Know all persons these presents, thateach person whose signature appears below constitutes and appoints Edward Smithand Kirk Waldron, his attorney in fact, each with power of substitution, forhim in any and all capacities, to sign any amendments to this Report on Form 10-K,and to file the same with Exhibits thereto and other documents in connectiontherewith with the Securities and Exchange Commission, hereby ratifying andconfirming all that each of said attorneys-in-fact substitute(s) may do orcause to be done by virtue thereof.

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrant and inthe capacities and on the dates indicated.
|                         | **Signature** | ** **                                                        | ** ** | ** **             | **Title** | ** ** | ** ** | ** ** | **Date** | ** ** |
|-------------------------|---------------|-------------------------------------------------------------------|------------|------------------------|-----------|------------|------------|------------|----------|------------|
| /s/  Kirk A. Waldron    |          | Interim President and Chief  Financial                            |       | October 22,  2004 |
| Kirk A. Waldron         |          | Officer (principal  executive, financial and accounting officers) |       |                   |
| /s/  James P. Burgess   |          | Chairman of the Board                                             |       | October 22,  2004 |
| James P. Burgess        |          |                                                              |       |                   |
| /s/  Kimon Anemogiannis |          | Director                                                          |       | October 22,  2004 |
| Kimon  Anemogiannis     |          |                                                              |       |                   |
| /s/  Steven M. Waszak   |          | Director                                                          |       | October 22,  2004 |
| Steven M. Waszak        |          |                                                              |       |                   |
| /s/  Robert T. Howard   |          | Director                                                          |       | October 22,  2004 |
| Robert T. Howard        |          |                                                              |       |                   |
| /s/  Edward J. Smith    |          | Director                                                          |       | October 22,  2004 |
| Edward J. Smith         |          |                                                              |       |                   |

 

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