-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ChEKxeoV0JPbs0HAT9MdiyDtrQt6AOIkygijeWro667YTg9xVtSsA5bSgu0KSHeP b/9l2KkglI2T/DidwruFUg== 0000912057-02-000975.txt : 20020413 0000912057-02-000975.hdr.sgml : 20020413 ACCESSION NUMBER: 0000912057-02-000975 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020110 GROUP MEMBERS: CYRUS TANG FOUNDATION F/K/A TANG FAMILY FOUNDATION GROUP MEMBERS: CYRUS TANG REVOCABLE TRUST DATED MARCH 17, 1997 GROUP MEMBERS: TANG FOUNDATION FOR THE RESEARCH OF TRADITIONAL CHINESE MEDI FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANG CYRUS CENTRAL INDEX KEY: 0001141872 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3773 HOWARD HUGHES PARKWAY STREET 2: STE 305 N CITY: LAS VEGAS STATE: NV ZIP: 89109 MAIL ADDRESS: STREET 1: 3773 HOWARD HUGHES PARKWAY STREET 2: STE 305 N CITY: LAS VEGAS STATE: NV ZIP: 89109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIGMATRON INTERNATIONAL INC CENTRAL INDEX KEY: 0000915358 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 363918470 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49389 FILM NUMBER: 2507034 BUSINESS ADDRESS: STREET 1: 2201 LANDMEIER RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 7089568000 MAIL ADDRESS: STREET 1: 2201 LANDMEIER ROAD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 SC 13D/A 1 a2067557zsc13da.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* SIGMATRON INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 82661L101 (CUSIP Number) Arthur Don D'Ancona & Pflaum LLC, 111 E. Wacker Drive, Suite 2800 Chicago, IL 60601 (312)602-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2001 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 12 SCHEDULE 13D - ----------------------------- ----------------------- CUSIP NO. 82661L101 PAGE 2 OF 12 PAGES - ----------------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CYRUS TANG REVOCABLE TRUST DATED MARCH 17, 1997 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (see instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 488,413 REPORTING PERSON ------------------------------------------------------- WITH: 8 SHARED VOTING POWER 0 ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 488,413 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 488,413 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 16.95% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Excludes certain shares held by other entities over which Cyrus Tang, as Trustee and beneficiary of the Trust, has current voting and dispositive power. - ----------------------------- ----------------------- CUSIP NO. 82661L101 PAGE 3 OF 12 PAGES - ----------------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TANG FOUNDATION FOR THE RESEARCH OF TRADITIONAL CHINESE MEDICINE - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (see instructions) N/A - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 441,013* REPORTING PERSON ------------------------------------------------------- WITH: 8 SHARED VOTING POWER 0 ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 441,013* ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 441,013* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]** - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 15.3%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *This Amendment 1 to Schedule 13D takes into account 19,600 shares of the Issuer's Common Stock gifted to the Reporting Person on December 26, 2001 from Cyrus Tang Foundation. Such shares were inadvertently omitted from Cyrus Tang Foundation's holdings as reported in the Schedule 13D filed on June 5, 2001. **Excludes certain shares held by other entities over which Cyrus Tang, who has effective control of the Tang Foundation for the Research of Traditional Chinese Medicine, has current voting and dispositive power. - ----------------------------- ----------------------- CUSIP NO. 82661L101 PAGE 4 OF 12 PAGES - ----------------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CYRUS TANG FOUNDATION F/K/A TANG FAMILY FOUNDATION - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (see instructions) N/A - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 0 REPORTING PERSON ------------------------------------------------------- WITH: 8 SHARED VOTING POWER 0 ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Excludes certain shares held by other entities over which Cyrus Tang, who has effective control of the Cyrus Tang Foundation, has current voting and dispositive power. - ----------------------------- ----------------------- CUSIP NO. 82661L101 PAGE 5 OF 12 PAGES - ----------------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CYRUS TANG - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (see instructions) N/A - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 488,413 REPORTING PERSON ------------------------------------------------------- WITH: 8 SHARED VOTING POWER 0 ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 488,413 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 488,413* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 16.95% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Does not include 441,013 shares held by the Tang Foundation for the Research of Traditional Chinese Medicine. Cyrus Tang disclaims beneficial ownership of the shares held by the Tang Foundation for the Research of Traditional Chinese Medicine. However, for as long as he shall live, Cyrus Tang effectively has the power to vote and dispose of the shares held by the above referenced foundations. See Item 6. ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D (this "Statement" or the "Schedule 13D") relates to the common stock, par value $.01 per share (the "Common Stock") of SigmaTron International, Inc., a Delaware corporation (the "Issuer" or "SigmaTron"). The principal executive offices of the Issuer are located at 2201 Landmeier Road, Elk Grove Village, IL 60007. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c) This Statement is being filed by a group consisting of the following: (i) Cyrus Tang Revocable Trust Dated March 7, 1997; (ii) Tang Foundation for the Research of Traditional Chinese Medicine; (iii) Cyrus Tang Foundation (f/k/a Tang Family Foundation); and (iv) Cyrus Tang, an individual The above are collectively referred to as the "Reporting Persons". Cyrus Tang is the sole trustee and beneficiary of the Cyrus Tang Revocable Trust Dated March 7, 1997 (the "Trust"). Mr. Tang's present principal occupation is President of Tang Industries, Inc., a holding company, which owns, among other businesses, National Material L.P., GF Furniture, L.P., and Curatek Pharmaceuticals, L.P. Mr. Tang's business address is 3773 Howard Hughes Parkway - - #350 N, Las Vegas, Nevada 89109 The Tang Foundation for the Research of Traditional Chinese Medicine ("Research Foundation") is a charitable foundation formed for the principal purpose of identifying and analyzing traditional Chinese medicine, and establishing and equipping a medical institute. The Research Foundation's principal office is located at 3773 Howard Hughes Parkway - #350 N, Las Vegas, Nevada 89109. The Research Foundation is run by a board of directors. The name, address and present principal occupation of each of the directors of the Research Foundation are set forth in Appendix A which is attached hereto. Cyrus Tang is a member of the Research Foundation's board of directors as well as the sole life member of the Research Foundation. As the sole life member of the Research Foundation Cyrus Tang has the sole authority, for as long as he shall live, to appoint, dismiss and replace the members of the board of directors in his sole discretion. Cyrus Tang has effective control over the board of directors of the Research Foundation. The Cyrus Tang Foundation ("Tang Foundation") is a charitable foundation formed for the principal purpose of promoting education in the United States and China. The Tang Foundation has established numerous scholarships in the United States and China and has built over one hundred primary schools in China and continues to build additional schools. The Tang Foundation's principal office is located at 3773 Howard Hughes Parkway - #350 N, Las Vegas, Nevada 89109. The Tang Foundation is run by a board of directors. The name, address and present principal occupation of each of the directors of the Tang Foundation are set forth in Appendix B which is attached hereto. Cyrus Tang is a member of the Tang Foundation's board Page 6 of 12 of directors as well as the sole life member of the Tang Foundation. As the sole life member of the Tang Foundation Cyrus Tang has the sole authority, for as long as he shall live, to appoint, dismiss and replace the members of the board of directors in his sole discretion. Cyrus Tang has effective control over the board of directors of the Tang Foundation. (d) During the last five years, neither Cyrus Tang nor, to the best of the Research and Tang Foundations knowledge, any of the directors of either the Research Foundation or the Tang Foundation, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Cyrus Tang nor, to the best of Research and Tang Foundations knowledge, any of the directors of either the Research Foundation or the Tang Foundation, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Cyrus Tang is a citizen of the United States. Each director of the Research Foundation and the Tang Foundation is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On December 26, 2001 and December 31, 2001, Tang Foundation gifted 19,600 and 179,413 shares, respectively, of the Issuer's Common Stock (collectively the "Shares") to Research Foundation. ITEM 4. PURPOSE OF TRANSACTION. On December 26, 2001 and December 31, 2001, Tang Foundation gifted the Shares to Research Foundation for purposes of charitable planning among the related foundations. From the inception of the Issuer as a public company, two of the seven members of the Issuer's board of directors have been and continue to be affiliated with Cyrus Tang. Director Franklin D. Sove is Vice President of Tang Industries, Inc., a company controlled by Cyrus Tang, and Director John P. Chen is Chief Financial Officer of National Material L.P., a company also controlled by Cyrus Tang. Mr. Chen is also Cyrus Tang's son-in-law. As of the date of this Schedule, the Reporting Persons have no present intention to: (i) change or influence the control of the Issuer; (ii) to acquire additional securities of the Issuer; (iii) to dispose of securities of the Issuer; (iv) to initiate or effect any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) to undertake an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer; or (vi) to otherwise assert control over the Issuer. Page 7 of 12 This Amendment 1 to Schedule 13D is being filed solely with respect to the gifts of the Shares by Tang Foundation to Research Foundation. As the Reporting Persons meet the definition of a "group" for purposes of Section 13(d) of the Securities Act of 1933, as amended (the "Securities Act"), this Schedule 13D has been filed by the Reporting Persons. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Trust holds 488,413 shares of Common Stock of the Issuer which represents 16.9% of the 2,881,227 shares of Common Stock outstanding as reported by the Issuer on December 12, 2001 in the Issuer's Quarterly Report on Form 10-Q. The Research Foundation now holds 441,013 shares of Common Stock of the Issuer which represents 15.3% of the 2,881,227 shares of Common Stock outstanding as reported by the Issuer on December 12, 2001 in the Issuer's Quarterly Report on Form 10-Q. The Tang Foundation no longer holds any shares of Common Stock of the Issuer. Cyrus Tang does not hold any shares of Common Stock of the Issuer in his individual capacity. In the aggregate, the Reporting Persons hold 929,426 shares of the Common Stock of the Issuer which represents 32.2% of the 2,881,227 shares of Common Stock outstanding as reported by the Issuer on December 12, 2001 in the Issuer's Quarterly Report on Form 10-Q. (b) As described in Item 6 below, as of the date of this filing, Cyrus Tang effectively has the sole power to vote or to direct the vote, as well as the sole power to dispose or to direct the disposition of 929,426 shares of Common Stock of the Issuer. (c) Other than the transaction described in Item 4 above, no transactions have been effected by any of the Reporting Persons during the past sixty days. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Cyrus Tang is the sole trustee and beneficiary of the Trust. Pursuant to the terms of the Trust agreement, Cyrus Tang has the sole authority to direct the disposition and voting of the shares of the Issuer's Common Stock owned by the Trust, and may revoke the Trust at any time. Further, although the Research Foundation and the Tang Foundation are managed by a board of directors, the members of each foundations board of directors are affiliates of Cyrus Tang and, pursuant to the charters of the Research Foundation and the Tang Foundation, Cyrus Tang, as the sole life member of each foundation, has the ability to terminate and replace the board members of the respective Page 8 of 12 foundations in his sole discretion. Therefore, Cyrus Tang effectively controls the decisions of such boards on all foundation matters, including decisions relating to the shares of Common Stock of the Issuer held by the foundations. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. Page 9 of 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 8, 2002 CYRUS TANG Signature: /s/ Cyrus Tang ------------------------ CYRUS TANG REVOCABLE TRUST Signature: /s/ Cyrus Tang ------------------------ Name/Title: Cyrus Tang, Sole Trustee TANG FOUNDATION FOR THE RESEARCH OF TRADITIONAL CHINESE MEDICINE Signature: /s/ Vytas P. Ambutas ------------------------ Name/Title: Vytas P. Ambutas, Asst. Secretary CYRUS TANG FOUNDATION Signature: /s/ Vytas P. Ambutas ------------------------ Name/Title: Vytas P. Ambutas, Asst. Secretary ATTENTION: INTENTIONAL MISSTATEMENTS OR OMMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). Page 10 of 12 APPENDIX A DIRECTORS OF THE TANG FOUNDATION FOR THE RESEARCH OF TRADITIONAL CHINESE MEDICINE 1. Cyrus Tang 3773 Howard Hughes Parkway - #350 N Director. Las Vegas, NV 89109 President of Tang Industries, Inc. 2. Michael Tang 3773 Howard Hughes Parkway - #350 N Director. Las Vegas, NV 89109 Vice Chairman of National Material L.P. Cyrus Tang's son. 3. Stella Liang 3773 Howard Hughes Parkway - #350 N Director. Las Vegas, NV 89109 Employee of Tang Industries, Inc. Page 11 of 12 APPENDIX B DIRECTORS OF THE CYRUS TANG FOUNDATION 1. Cyrus Tang 3773 Howard Hughes Parkway - #350 N Director. Las Vegas, NV 89109 President of Tang Industries, Inc. 2. Michael Tang 3773 Howard Hughes Parkway - #350 N Director. Las Vegas, NV 89109 Vice Chairman of National Material L.P. Cyrus Tang's son. 3. Stella Liang 3773 Howard Hughes Parkway - #350 N Director. Las Vegas, NV 89109 Employee of Tang Industries, Inc. Page 12 of 12 -----END PRIVACY-ENHANCED MESSAGE-----