UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q/A



(Amendment No. 2)



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|☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------
|  |                                                                                        
|  | **For the quarterly period ended September 29, 2013**                                  



OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------
|  |                                                                                         
|  | FOR THE TRANSITION PERIOD FROM              TO                                          



COMMISSION FILE NUMBER 0-31051



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SMTC CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



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|                                                               |                                     
|-------------------------------------------------------------- | ------------------------------------
|DELAWARE                                                       | 98-0197680                          
|(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) | (I.R.S. EMPLOYER
IDENTIFICATION NO.)



635 HOOD ROAD

MARKHAM, ONTARIO, CANADA L3R 4N6

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)



(905) 479-1810

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)



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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒No  ☐



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  ☒No  ☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See: definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large Accelerated Filer    ☐Accelerated Filer    ☐Non-accelerated Filer    ☐Smaller reporting company    ☒



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐No  ☒



As of November 6, 2013, SMTC Corporation had 16,377,526 shares of common stock, par value $0.01 per share, and one share of special voting stock, par value $0.01 per share, outstanding.

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EXPLANATORY NOTE



Amendment No. 2 to the Quarterly Report on Form 10-Q/AFor the Period Ended September 29, 2013



This Quarterly Report on Form 10-Q/A (“Form 10-Q/A”) is being filed as Amendment No. 2 to our Quarterly Report on Form 10-Q for the period ended September 29, 2013, which was filed with the Securities and Exchange Commission on November 13, 2013 (the “Original Filing”). This Form 10-Q/A is a technical amendment to correct inadvertent omissions from Item 4 disclosure, Exhibits 31.2 and 32.2 of the Original Filing.  The Item 4 disclosure and these exhibits did not include specific reference to the Principal Financial Officer.  This Form 10-Q/A includes only the corrected Item 4 disclosure and the exhibits. This Amendment No. 2 does not reflect events occurring after the filing of the Original Filing. The Original Filing is unchanged except with respect to the changes to Item 4 disclosure and Exhibits 31.2 and 32.2 included in this amendment.



PART I—FINANCIAL INFORMATION



. . . . . . . . .



Item 4 Controls and Procedures



Evaluation of Disclosure Controls and Procedures



As of the end of the period covered by this quarterly report, the Company’s interim President and Chief Executive Officer and Principal Financial Officer have conducted an evaluation of the Company’s disclosure controls and procedures. Based on their evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the applicable Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including the Company’s Principal Executive Officer and the Company’s Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.



Changes in Internal Controls and Procedures



There was no change in the Company’s internal controls over financial reporting or in other factors that has materially affected, or is reasonably likely to materially affect these controls identified in connection with the most recent evaluation of these controls by the Company’s Principal Executive Officer and Principal Financial Officer.








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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, SMTC has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|      |                  | SMTC CORPORATION
|----- | ---------------- | ----------------
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|Date: | December 3, 2013 | By:             
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|      |                  |                 
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|Date: | December 3, 2013 | By:             
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EXHIBIT INDEX



LIST OF EXHIBITS

|      |  |                                                         
|----- |  | --------------------------------------------------------
|31.2* |  | (Corrected) Certification of Principal Financial Officer
|32.2* |  | (Corrected) Certification of Principal Financial Officer





*Filed herewith