UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Suntron Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
86789P 10 0
(CUSIP Number)
Daniel F. Moorse
Thayer-BLUM Funding III, L.L.C.
1455 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
(202) 371-0150
with a copy to:
Michael L. Kaplan, Esq.
Jeremy D. Zangara, Esq.
Greenberg Traurig, LLP
2375 E. Camelback Road
Suite 700
Phoenix, AZ 85016
(602) 445-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 3
,
2007
(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 § 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g) check the following box
o
.
Note
: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
§ 240.13d-7(b) for other parties to whom copies are to be
sent.
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*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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The information required on 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).
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CUSIP No. 86789P 10 0
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Page 1 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SUNN Acquisition Corporation
26-1170930
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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24,892,751
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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24,892,751
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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24,892,751
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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90.1%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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CO
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CUSIP No. 86789P 10 0
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Page 2 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thayer-BLUM Funding III, L.L.C.
46-0468415
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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24,892,751
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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24,892,751
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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24,892,751
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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90.1%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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OO (Limited Liability Company)
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CUSIP No. 86789P 10 0
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Page 3 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thayer | Hidden Creek Partners, L.L.C.
20-1122378
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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24,892,751
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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24,892,751
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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24,892,751
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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90.1%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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OO (Limited Liability Company)
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CUSIP No. 86789P 10 0
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Page 4 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TC Equity Partners IV, L.L.C.
52-2121904
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY
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24,892,751
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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24,892,751
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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24,892,751
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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90.1%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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OO (Limited Liability Company)
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CUSIP No. 86789P 10 0
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Page 5 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thayer | Hidden Creek Management, L.P.
52-2121901
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
|
BENEFICIALLY
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OWNED BY
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24,892,751
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EACH
|
9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
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WITH
|
10
|
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SHARED DISPOSITIVE POWER
|
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24,892,751
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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24,892,751
|
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
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|
o
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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90.1%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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PN
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CUSIP No. 86789P 10 0
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Page 6 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TC Co-Investors IV, L.L.C.
52-2139964
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
|
8
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SHARED VOTING POWER
|
BENEFICIALLY
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OWNED BY
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24,892,751
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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|
PERSON
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0
|
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WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
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|
|
|
|
24,892,751
|
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|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
24,892,751
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
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|
|
o
|
|
|
|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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90.1%
|
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|
|
14
|
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TYPE OF REPORTING PERSON (See Instructions)
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OO (Limited Liability Company)
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CUSIP No. 86789P 10 0
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Page 7 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thayer Equity Investors IV, L.P.
52-2128525
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
þ
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(b)
o
|
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3
|
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS (See Instructions)
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|
OO
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
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|
o
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Delaware
|
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|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
24,892,751
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
24,892,751
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
24,892,751
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
90.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
PN
|
|
|
|
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CUSIP No. 86789P 10 0
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Page 8 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TC KCo, L.L.C.
75-3146221
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
24,892,751
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
24,892,751
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
24,892,751
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
90.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO (Limited Liability Company)
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. 86789P 10 0
|
|
|
|
|
|
|
Page 9 of 12 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TC Manufacturing Holdings, L.L.C.
52-2298939
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
24,892,751
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
24,892,751
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
24,892,751
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
90.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO (Limited Liability Company)
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. 86789P 10 0
|
|
|
|
|
|
|
Page 10 of 12 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blum Strategic Partners, L.P.
94-3303833
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
24,892,751
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
24,892,751
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
24,892,751
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
90.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. 86789P 10 0
|
|
|
|
|
|
|
Page 11 of 12 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blum Strategic GP, L.L.C.
94-3303831
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
24,892,751
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
24,892,751
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
24,892,751
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
90.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
OO (Limited Liability Company)
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. 86789P 10 0
|
|
|
|
|
|
|
Page 12 of 12 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blum (K*TEC) Co-Investment Partners, L.P.
94-3385755
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
24,892,751
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
24,892,751
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
24,892,751
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
90.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
PN
|
TABLE OF CONTENTS
Item 1. Security and Issuer
This Amendment No. 1 (the
Amendment No. 1
) to Schedule 13D amends and supplements the
Schedule 13D filed with the Securities and Exchange Commission on March 7, 2002 (the
Schedule
13D
) relating to the Common Stock, par value $0.01 per share (the
Shares
), of
Suntron Corporation, a Delaware corporation (
Suntron
). The principal executive offices
of Suntron are located at 2501 West Grandview Road, Phoenix, Arizona 85023. All capitalized terms
not otherwise defined in this Amendment No. 1 shall have the same meanings ascribed thereto in the
Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
This Schedule 13D is being filed jointly by SUNN Acquisition Corporation (
SUNN
Acquisition
), Thayer-BLUM Funding III, L.L.C. (
Thayer-BLUM
), Thayer
ï
Hidden
Creek Partners, L.L.C., TC Equity Partners IV, L.L.C., Thayer
ï
Hidden Creek Management,
L.P., TC Co-Investors IV, L.L.C., Thayer Equity Investors IV, L.P., TC Manufacturing Holdings,
L.L.C., TC KCo, L.L.C. (together each of Thayer
ï
Hidden Creek Partners, L.L.C., TC Equity
Partners IV, L.L.C., Thayer
ï
Hidden Creek Management, L.P., TC Co-Investors IV, L.L.C.,
Thayer Equity Investors IV, L.P., TC Manufacturing Holdings, L.L.C., and TC KCo, L.L.C., the
Thayer Entities
), Blum Strategic Partners, L.P., Blum Strategic GP, L.L.C., and Blum
(K*TEC) Co-Investment Partners, L.P. (together each of Blum Strategic Partners, L.P., Blum
Strategic GP, L.L.C., and Blum (K*TEC) Co-Investment Partners, L.P., the
Blum Entities
)
(each of SUNN Acquisition, Thayer-BLUM, the Thayer Entities, and the Blum Entities a
Reporting
Person
and taken together the
Reporting Persons
). The Reporting Persons are filing
this Schedule 13D because they may be deemed to be a group within the meaning of Section 13(d)(3)
of the Act with respect to the transaction described in Item 4 of this Schedule 13D. Except as
expressly otherwise set forth in this Schedule 13D, each of the Reporting Persons disclaims
beneficial ownership of the Shares beneficially owned by any other Reporting Person or any other
person. The agreement among the Reporting Persons relating to the joint filing of this statement
is attached as
Exhibit 99.1
hereto.
The following information is provided for the Reporting Persons that are corporations or otherwise
constituted by groups of persons:
|
|
|
|
|
|
|
|
|
Place of
|
|
|
|
Address of Principal Business
|
Name
|
|
Organization
|
|
Principal Business
|
|
and Principal Office
|
SUNN Acquisition Corporation
|
|
Delaware
|
|
Controlling
stockholder of
Suntron
|
|
1455 Pennsylvania Avenue,
N.W., Suite 350
Washington, D.C. 20004
|
|
|
|
|
|
|
|
Thayer-BLUM Funding III, L.L.C.
|
|
Delaware
|
|
Controlling
stockholder of SUNN
Acquisition
|
|
1455 Pennsylvania Avenue,
N.W., Suite 350
Washington, D.C. 20004
|
|
|
|
|
|
|
|
Thayer
ï
Hidden Creek
Partners, L.L.C.
|
|
Delaware
|
|
General partner of
Thayer
ï
Hidden Creek
Management, L.P.
and managing member
of TC Equity
Partners IV, L.L.C.
|
|
1455 Pennsylvania Avenue,
N.W., Suite 350
Washington, D.C. 20004
|
|
|
|
|
|
|
|
TC Equity Partners IV, L.L.C.
|
|
Delaware
|
|
General partner of
Thayer Equity
Investors IV, L.P.
|
|
1455 Pennsylvania Avenue,
N.W., Suite 350
Washington, D.C. 20004
|
|
|
|
|
|
|
|
Thayer
ï
Hidden Creek
Management, L.P.
|
|
Delaware
|
|
Sole manager of TC
Co-Investors IV,
L.L.C.
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
|
|
|
|
|
|
|
|
Place of
|
|
|
|
Address of Principal Business
|
Name
|
|
Organization
|
|
Principal Business
|
|
and Principal Office
|
TC Co-Investors IV, L.L.C.
|
|
Delaware
|
|
Managing member of
TC Manufacturing
Holdings, L.L.C.
and TC KCo, L.L.C.
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
|
|
|
|
|
|
Thayer Equity Investors IV, L.P.
|
|
Delaware
|
|
Member of
Thayer-BLUM Funding
III, L.L.C.
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
|
|
|
|
|
|
TC Manufacturing Holdings,
L.L.C.
|
|
Delaware
|
|
Member of
Thayer-BLUM Funding
III, L.L.C.
|
|
1455 Pennsylvania Avenue,
N.W., Suite 350
Washington, D.C. 20004
|
|
|
|
|
|
|
|
TC KCo, L.L.C.
|
|
Delaware
|
|
Member of
Thayer-BLUM Funding
III, L.L.C.
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
|
|
|
|
|
|
Blum Strategic Partners, L.P.
|
|
Delaware
|
|
Member of
Thayer-BLUM Funding
III, L.L.C.
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
|
|
|
|
|
|
Blum Strategic GP, L.L.C.
|
|
Delaware
|
|
General partner of
Blum Strategic
Partners, L.P. and
of Blum (K*TEC)
Co-Investment
Partners, L.P.
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
|
|
|
|
|
|
Blum (K*TEC) Co-Investment
Partners, L.P.
|
|
Delaware
|
|
Member of
Thayer-BLUM Funding
III, L.L.C.
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
The following information is provided for the directors and executive officers of SUNN Acquisition
(the
SUNN Acquisition Directors and Officers
).
|
|
|
|
|
|
|
|
|
Name
|
|
Resident or Business Address
|
|
Position
|
|
Principal Occupation
|
|
Citizenship
|
Scott D. Rued
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
President and
Director of SUNN
Acquisition
|
|
Managing Partner of
Thayer
ï
Hidden Creek
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Douglas P. McCormick
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
Director of SUNN
Acquisition
|
|
Managing Partner of
Thayer
ï
Hidden Creek
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Marc T. Schölvinck
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
Vice President,
Treasurer,
Secretary, and
Director of SUNN
Acquisition
|
|
Partner and Chief
Financial Officer
of Blum Capital
Partners, L.P.
|
|
U.S.
|
The following information is provided for the members of the Thayer-BLUM Board of Managers (the
Thayer-BLUM Managers
):
|
|
|
|
|
|
|
|
|
Name
|
|
Resident or Business Address
|
|
Position
|
|
Principal Occupation
|
|
Citizenship
|
Scott D. Rued
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
Member of the Board
of Managers of
Thayer-BLUM
|
|
Managing Partner of
Thayer
ï
Hidden Creek
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Douglas P. McCormick
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
Member of the Board
of Managers of
Thayer-BLUM
|
|
Managing Partner of
Thayer
ï
Hidden Creek
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Name
|
|
Resident or Business Address
|
|
Position
|
|
Principal Occupation
|
|
Citizenship
|
Ivor J. Evans
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
Member of the Board
of Managers of
Thayer-BLUM
|
|
Operating Partner
of
Thayer
ï
Hidden Creek and
Chairman of Suntron
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Marc T. Schölvinck
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
Member of the Board
of Managers of
Thayer-BLUM
|
|
Partner and Chief
Financial Officer
of Blum Capital
Partners, L.P.
|
|
U.S.
|
The following information is provided for the members of the Investment Committee of Thayer
ï
Hidden Creek Partners, L.L.C. (the
Investment Committee Members
):
|
|
|
|
|
|
|
|
|
Name
|
|
Resident or Business Address
|
|
Position
|
|
Principal Occupation
|
|
Citizenship
|
Frederic V. Malek
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
Senior Advisor of
Thayer
ï
Hidden Creek
Partners, L.L.C.
|
|
Senior Advisor of
Thayer
ï
Hidden Creek and
Chairman of Thayer
Capital
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Daniel M. Dickinson
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
Managing Partner of
Thayer
ï
Hidden Creek
Partner, L.L.C.
|
|
Managing Partner of
Thayer
ï
Hidden Creek
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Scott D. Rued
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
Managing Partner of
Thayer
ï
Hidden Creek
Partners, L.L.C.
|
|
Managing Partner of
Thayer
ï
Hidden Creek
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Douglas P. McCormick
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
Managing Partner of
Thayer
ï
Hidden Creek
Partners, L.L.C.
|
|
Managing Partner of
Thayer
ï
Hidden Creek
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
James J. Forese
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
Chief Operating
Officer and
Operating Partner
of
Thayer
ï
Hidden Creek
Partners, L.L.C.
|
|
Chief Operating
Officer and
Operating Partner
of
Thayer
ï
Hidden Creek
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Richard A. Snell
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
Operating Partner
of
Thayer
ï
Hidden Creek
Partners, L.L.C.
|
|
Operating Partner
of
Thayer
ï
Hidden Creek and
Chairman and Chief
Executive Officer
of Qualitor, Inc.
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Ivor J. Evans
|
|
1455 Pennsylvania Avenue,
N.W.,
Suite 350
Washington, D.C. 20004
|
|
Operating Partner
of
Thayer
ï
Hidden Creek
Partners, L.L.C.
|
|
Operating Partner
of
Thayer
ï
Hidden Creek and
Chairman of Suntron
|
|
U.S.
|
The following information is provided for the members of Blum Strategic GP, L.L.C. (the
Blum
Members
, and together with the Thayer-BLUM Managers and the Investment Committee Members, the
Members
).
|
|
|
|
|
|
|
|
|
Name
|
|
Resident or Business Address
|
|
Position
|
|
Principal Occupation
|
|
Citizenship
|
Richard C. Blum
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
Managing Member of
Blum Strategic GP,
L.L.C.
|
|
President and
Chairman of Blum
Capital Partners,
L.P.
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Nils Colin Lind
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
Managing Member of
Blum Strategic GP,
L.L.C.
|
|
Managing Partner of
Blum Capital
Partners, L.P.
|
|
U.S. and Norway
|
|
|
|
|
|
|
|
|
|
John H. Park
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
Member of Blum
Strategic GP,
L.L.C.
|
|
Partner of Blum
Capital Partners,
L.P.
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Name
|
|
Resident or Business Address
|
|
Position
|
|
Principal Occupation
|
|
Citizenship
|
Gregory L. Jackson
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
Member of Blum
Strategic GP,
L.L.C.
|
|
Partner of Blum
Capital Partners,
L.P.
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Jane J. Su
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
Member of Blum
Strategic GP,
L.L.C.
|
|
Partner of Blum
Capital Partners,
L.P.
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
David H.S. Chung
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
Member of Blum
Strategic GP,
L.L.C.
|
|
Partner of Blum
Capital Partners,
L.P.
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Nadine Terman
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
Member of Blum
Strategic GP,
L.L.C.
|
|
Partner of Blum
Capital Partners,
L.P.
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Gregory D. Hitchan
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
Member of Blum
Strategic GP,
L.L.C.
|
|
Partner, Chief
Operating Officer,
General Counsel,
and Secretary of
Blum Capital
Partners, L.P.
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Marc T. Schölvinck
|
|
909 Montgomery Street
Suite 400
San Francisco, CA 94133
|
|
Member of Blum
Strategic GP,
L.L.C.
|
|
Partner and Chief
Financial Officer
of Blum Capital
Partners, L.P.
|
|
U.S.
|
ADDITIONAL INFORMATION REGARDING THE REPORTING PERSONS, THE SUNN ACQUISITION DIRECTORS AND
OFFICERS, AND THE MEMBERS
On August 12, 2004, Mr. Malek and Thayer Capital Partners (of which he is the chairman) consented
to the entry of an order by the U.S. Securities and Exchange Commission making findings and
imposing remedial sanctions and cease-and-desist orders for disclosure violations under the
securities laws. The order did not bar Mr. Malek or Thayer Capital Partners from the securities or
investment advisers industries, and Mr. Malek and Thayer Capital
Partners (currently known as Thayer | Hidden Creek) did not admit or deny the
findings. To the knowledge of the Reporting Persons, during the last five years, no other
Reporting Person, SUNN Acquisition Director and Officer, or Member (1) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is 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.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
SUNN Acquisition, Thayer-BLUM, Circuit Test Intl. Grit L.P., Allen S. Braswell, Jr. L.P., Braswell
Gifting Trust, Allee L. Braswell and Allen S. Braswell, Jr. as Joint Tenants, Allen S. Braswell III
and Allen S. Braswell, Jr. as Joint Tenants, Allen S. Braswell, Jr. as Custodian of Alexandra
Braswell UTMA Co., Richard L Monfort TR UA DTD 10-17-86 Walker Lee Monfort TR I, Richard L Monfort
TR UA DTD 04-20-86 Lyndsey Meeker TR I, Richard L Monfort TR UA DTD 09-15-91 Sterling Richard
Monfort TR I, Monfort Family Limited Partnership, and Rick Montera entered into a Contribution
Agreement dated October 3, 2007, which is attached as
Exhibit 99.2
hereto (the
Contribution Agreement
). These persons are referred to as the
SUNN Acquisition
Stockholders
. In exchange for their Shares, each SUNN Acquisition Stockholder received an
interest in SUNN Acquisition. The number and percentage of Shares contributed by each SUNN
Acquisition Stockholder (compared to the total amount of Shares outstanding) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Contributing
|
|
|
|
|
|
Percentage of Total Shares
|
|
|
Percentage of Total
|
|
Stockholder
|
|
Shares Contributed
|
|
|
Contributed
|
|
|
Shares Outstanding
|
|
Thayer-BLUM Funding III,
L.L.C.
|
|
|
24,582,191
|
|
|
|
98.75
|
%
|
|
|
89.01
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Circuit Test Intl Grit LP
|
|
|
133,522
|
|
|
|
0.54
|
%
|
|
|
0.48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allen S Braswell Jr LP
|
|
|
37,561
|
|
|
|
0.15
|
%
|
|
|
0.14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Braswell Gifting Trust
|
|
|
24,455
|
|
|
|
0.10
|
%
|
|
|
0.09
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allee L Braswell & Allen
S Braswell Jr Jt Ten
|
|
|
2
|
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allen S Braswell III &
Allen S Braswell Jr Jt
Ten
|
|
|
2
|
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allen S Braswell Jr Cust
Alexandra Braswell UTMA
Co.
|
|
|
2
|
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard L Monfort TR UA DTD
10-17-86 Walker Lee
Monfort TR I
|
|
|
4,898
|
|
|
|
0.02
|
%
|
|
|
0.02
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard L Monfort TR UA DTD
04-20-86 Lyndsey
Meeker TR I
|
|
|
4,633
|
|
|
|
0.02
|
%
|
|
|
0.02
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard L Monfort TR UA DTD
09-15-91 Sterling
Richard Monfort TR I
|
|
|
1,985
|
|
|
|
0.01
|
%
|
|
|
0.01
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monfort Family Limited
Partnership
|
|
|
67,875
|
|
|
|
0.27
|
%
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rick Montera
|
|
|
35,625
|
|
|
|
0.14
|
%
|
|
|
0.13
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
24,892,751
|
|
|
|
100.00
|
%
|
|
|
90.1
|
%
|
|
|
|
|
|
|
|
|
|
|
The only form of consideration utilized in this transaction was an exchange of the Shares owned by
the SUNN Acquisition Stockholders for shares of SUNN Acquisition.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
The SUNN Acquisition Stockholders intend to cause SUNN Acquisition to effect a short-form merger
with and into Suntron under Delaware General Corporation Law Section 253, and then cause Suntron to
file a Form 15 (Certification of Termination of Registration of a Class of Security) with the
Securities and Exchange Commission.
The short-form merger will enable the SUNN Acquisition Stockholders to acquire all of the Shares
they will not already own, and will provide a source of liquidity to holders of those Shares. As a
result of the short-form merger, each Share not owned by SUNN Acquisition will be converted into
the right to receive $1.15 in cash, without interest.
For more information regarding the purpose of this transaction, see the Schedule 13E-3 of SUNN
Acquisition and Thayer-BLUM, filed concurrently with this Amendment No. 1.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) The Reporting Persons listed in Item 2 above may be deemed to be members in a group, in which
case each Reporting Person would be deemed to have beneficial ownership of 24,892,751 Shares which
accounts for approximately 90.1% of the outstanding Shares. To the knowledge of the Reporting
Persons, none of the SUNN Acquisition Directors and Officers or Members have beneficial ownership
of any of the Shares.
(b) The Reporting Persons have the sole or shared power to vote, direct the vote, dispose, or
direct the disposition of the Shares in the following manner:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares as to which there is
|
|
|
|
|
|
|
|
|
|
|
Sole power to
|
|
Shares power to
|
|
|
|
|
|
|
Shared power to
|
|
dispose or to
|
|
dispose or to
|
|
|
Sole power to vote
|
|
vote or to direct
|
|
direct the
|
|
direct the
|
|
|
or direct the vote
|
|
the vote
|
|
disposition
|
|
disposition
|
SUNN Acquisition Corporation
|
|
|
24,892,751
|
|
|
|
0
|
|
|
|
24,892,751
|
|
|
|
0
|
|
Thayer-BLUM Funding III, L.L.C.
|
|
|
0
|
|
|
|
24,892,751
|
|
|
|
0
|
|
|
|
24,892,751
|
|
Thayer
ï
Hidden Creek Partners, L.L.C.
|
|
|
0
|
|
|
|
24,892,751
|
|
|
|
0
|
|
|
|
24,892,751
|
|
TC Equity Partners IV, L.L.C.
|
|
|
0
|
|
|
|
24,892,751
|
|
|
|
0
|
|
|
|
24,892,751
|
|
Thayer
ï
Hidden Creek Management, L.P.
|
|
|
0
|
|
|
|
24,892,751
|
|
|
|
0
|
|
|
|
24,892,751
|
|
TC Co-Investors IV, LLC
|
|
|
0
|
|
|
|
24,892,751
|
|
|
|
0
|
|
|
|
24,892,751
|
|
Thayer Equity Investors IV, L.P.
|
|
|
0
|
|
|
|
24,892,751
|
|
|
|
0
|
|
|
|
24,892,751
|
|
TC KCo, L.L.C.
|
|
|
0
|
|
|
|
24,892,751
|
|
|
|
0
|
|
|
|
24,892,751
|
|
TC Manufacturing Holdings, L.L.C.
|
|
|
0
|
|
|
|
24,892,751
|
|
|
|
0
|
|
|
|
24,892,751
|
|
Blum Strategic Partners, L.P.
|
|
|
0
|
|
|
|
24,892,751
|
|
|
|
0
|
|
|
|
24,892,751
|
|
Blum Strategic GP, L.L.C.
|
|
|
0
|
|
|
|
24,892,751
|
|
|
|
0
|
|
|
|
24,892,751
|
|
Blum (K*TEC) Co-Investment Partners, L.P.
|
|
|
0
|
|
|
|
24,892,751
|
|
|
|
0
|
|
|
|
24,892,751
|
|
To the knowledge of the Reporting Persons, the SUNN Acquisition Directors and Officers and the
Members have no sole or shared power to vote, direct the vote, dispose, or direct the disposition
of the Shares.
(c) There have been no transactions of the Shares by any of the Reporting Persons, the SUNN
Acquisition Directors and Officers, or the Members in the past 60 days, other than as described
herein.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
In connection with the Contribution Agreement, the members of Thayer-BLUM (the TBF Members) have
entered into a Letter Agreement that governs the relationship of the TBF Members after the
completion of the Merger, which is attached as
Exhibit 99.3
hereto. The Letter Agreement
provides that subsequent to the Merger, the TBF Members will take all necessary action to dissolve
Thayer-BLUM and distribute the shares of Suntron (as the surviving corporation to the Merger) held
by Thayer-BLUM to the TBF Members in proportion to their ownership of Thayer-BLUM. In addition,
the Letter Agreement provides that concurrently with the dissolution of Thayer-BLUM, the TBF
Members and the other SUNN Acquisition Stockholders will enter into a Stockholders Agreement that
will govern the rights of the TBF Members and the other SUNN Acquisition Stockholders, including
customary corporate governance provisions, restrictions on the transfer of shares, tag-along and
drag-along rights, and registration rights. The Letter Agreement also provides that all fees and
expenses incurred in connection with the transactions described therein shall be reimbursed by
Suntron following the Merger.
To the knowledge of the Reporting Persons, except to the extent described in this Item 6 or in
Items 3 and 4 above, and as set forth in the related Schedule 13E-3, no Reporting Person has any
other contracts, arrangements, understandings, or relationships (legal or otherwise) with any
persons with respect to Suntrons securities.
Item 7. Material to be Filed as Exhibits
Exhibit 99.1. Joint Filing Agreement, among each Reporting Person, dated October 3, 2007.
Exhibit 99.2. Contribution Agreement, dated October 3, 2007.
Exhibit 99.3. Letter Agreement, dated October 3, 2007.
SIGNATURES
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.
Dated: October 3, 2007
|
|
|
|
|
|
|
|
|
|
|
SUNN ACQUISITION CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Scott D. Rued
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Scott D. Rued
|
|
|
|
|
Its:
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THAYER-BLUM FUNDING III, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Scott D. Rued
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Scott D. Rued
|
|
|
|
|
Its:
|
|
Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THAYER
ï
HIDDEN CREEK PARTNERS, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Lisa M. Withers
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Lisa M. Withers
|
|
|
|
|
Its:
|
|
Attorney-in-Fact
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TC EQUITY PARTNERS IV, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Thayer
ï
Hidden Creek Partners, L.L.C.
|
|
|
|
|
Its:
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Lisa M. Withers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Lisa M. Withers
|
|
|
|
|
|
|
Its:
|
|
Attorney-in-Fact
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THAYER
ï
HIDDEN CREEK MANAGEMENT, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Thayer
ï
Hidden Creek Partners, L.L.C.
|
|
|
|
|
Its:
|
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Lisa M. Withers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Lisa M. Withers
|
|
|
|
|
|
|
Its:
|
|
Attorney-in-Fact
|
|
|
SIGNATURE PAGE TO SCHEDULE 13D
|
|
|
|
|
|
|
|
|
|
|
TC CO-INVESTORS IV, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Thayer
ï
Hidden Creek Management, L.P.
|
|
|
|
|
Its:
|
|
Sole Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
Thayer
ï
Hidden Creek Partners, L.L.C.
|
|
|
|
|
Its:
|
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Lisa M. Withers
|
|
|
|
|
|
|
Name:
|
|
Lisa M. Withers
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Attorney-in-Fact
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THAYER EQUITY INVESTORS IV, L.P.
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By:
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TC Equity Partners IV, L.L.C.
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Its:
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General Partner
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By:
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Thayer
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Hidden Creek Partners, L.L.C.
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Its:
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Managing Member
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By:
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/s/ Lisa M. Withers
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Name:
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Lisa M. Withers
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Its:
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Attorney-in-Fact
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TC MANUFACTURING HOLDINGS, L.L.C.
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By:
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TC Co-Investors IV, L.L.C.
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Its:
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Managing Member
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By:
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Thayer
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Hidden Creek Management, L.P.
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Its:
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Sole Manager
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By:
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Thayer
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Hidden Creek Partners, L.L.C.
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Its:
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General Partner
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By:
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/s/ Lisa M. Withers
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Name:
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Lisa M. Withers
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Its:
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Attorney-in-Fact
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SIGNATURE PAGE TO SCHEDULE 13D
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TC KCO, L.L.C.
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By:
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TC Co-Investors IV, L.L.C.
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Its:
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Managing Member
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By:
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Thayer
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Hidden Creek Management, L.P.
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Its:
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Sole Manager
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By:
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Thayer
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Hidden Creek Partners, L.L.C.
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Its:
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General Partner
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By:
Name:
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/s/ Lisa M. Withers
Lisa M. Withers
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Its:
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Attorney-in-Fact
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BLUM (K*TEC) CO-INVESTMENT PARTNERS, L.P.
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By:
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Blum Strategic GP, L.L.C.
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Its:
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General Partner
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By:
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/s/ Gregory D. Hitchan
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Name:
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Gregory D. Hitchan
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Its:
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Member
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BLUM STRATEGIC PARTNERS, L.P.
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By:
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Blum Strategic GP, L.L.C.
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Its:
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General Partner
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By:
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/s/ Gregory D. Hitchan
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Name:
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Gregory D. Hitchan
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Its:
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Member
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BLUM STRATEGIC GP, L.L.C.
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By:
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/s/ Gregory D. Hitchan
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Name:
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Gregory D. Hitchan
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Its:
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Member
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SIGNATURE PAGE TO SCHEDULE 13D
Suntron (NASDAQ:SUNN)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Suntron (NASDAQ:SUNN)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025