SIMC / Simclar, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Commission File Number 001-13924 Simclar, Inc. (Exact name of registrant as specified in its charte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-13924 Simclar, Inc.; NASDAQ Capital Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 2230 West 77thStr

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 v1346778k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2008 SIMCLAR, INC. (Exact name of registrant as specifıed in its charter) Florida 001-139249 59-1709103 (State or other jurisdiction (Commission (IRS Em

Simclar Inc. Announces Intent to Voluntarily Delist and Deregister its Common Shares

Exhibit 99.1 Simclar Inc. Announces Intent to Voluntarily Delist and Deregister its Common Shares Tuesday, December 9, 2008 Simclar, Inc. (NasdaqCM:SIMC - News), a multi-plant electronics contract manufacturer, announced today that it has notified the Nasdaq Stock Market of its intent to voluntarily delist its common shares from the Nasdaq Capital Market, and that it intends to voluntarily deregis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR o 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: 001-13924 SIMCLAR, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR o 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: 001-13924 SIMCLAR, INC. (Exact

SEC File Number

001-13924 SEC File Number 828599100 CUSIP Number UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 18, 2008 SIMCLAR, INC. (Exact name of registrant as specifıed in its charter) Florida 001-139249 59-1709103 (State or other jurisdiction (Commission (IRS Employer of incorporati

Simclar, Inc. Receives Notice of Potential Delisting

Exhibit 99.1 Simclar, Inc. Receives Notice of Potential Delisting Thursday, August 21, 2008 Simclar, Inc. (NasdaqCM:SIMC - News), a multi-plant electronics contract manufacturer, announced today that on August 18, 2008, it received a letter from the Nasdaq Staff advising the Company that the Company’s failure to timely file its Quarterly Report on Form 10-Q for the three months ended June 30, 2008

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR o 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: 001-13924 SIMCLAR, INC. (Exact

SCHEDULE 14C Information Required in Information Statement Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

SCHEDULE 14C Information Required in Information Statement Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Information Statement SIMCLAR, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 24, 2008 SIMCLAR, INC. (Exact name of registrant as specified in its charter) Florida 0-14659 59-1709103 (State or other jurisdiction (Commission (IRS Employer of incorporation)

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into this 24th day of April 2008 by and between SIMCLAR, INC., a Florida corporation with its offices at 2230 West 77th Street, Hialeah, Florida 33016 (the “Company”) and BARRY PARDON, RESIDING AT 580 N.W. 66TH Avenue, Plantation, Florida 33317 (the “Executive”) WITNESSETH: WHEREAS, the Company is engaged in the manufacture and ass

Simclar Announces 2007 Results

Exhibit 99.1 Simclar Announces 2007 Results HIALEAH, Florida-(BUSINESS WIRE)—Simclar, Inc. (NasdaqCM:SIMC) today announced financial results for the fourth quarter of 2007 and for the full year that ended December 31, 2007. Results for the fourth quarter and for the full year of 2007 include the consolidated operations of Simclar, Inc. and its subsidiaries. For the fourth quarter of 2007, Simclar

March 31, 2008

Exhibit 18.1 March 31, 2008 Board of Directors Simclar, Inc. As stated in notes to the consolidated financial statements of Simclar, Inc. and subsidiaries (the "Company") for the year ended December 31, 2007, the Company changed the reporting unit for goodwill impairment testing purposes and changed the date of its annual goodwill impairment test from various dates throughout the year to the first

AMENDMENT LETTER 2 BANK OF SCOTLAND funding of SIMCLAR, INC SIMCLAR INTERCONNECT TECHNOLOGIES, INC

EXHIBIT 10.30 AMENDMENT LETTER 2 BANK OF SCOTLAND funding of $1,000,000 to SIMCLAR, INC and SIMCLAR INTERCONNECT TECHNOLOGIES, INC Edinburgh 1st Floor New Uberior House 11 Earl Grey Street Edinburgh EH3 9BN For the attention of: Douglas Archibald Simclar, Inc. (formerly known as Techdyne, Inc.) Commission File No. 0-14659 2230 West 77th Street Hialeah Florida 33016 United States of America (the "P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13924 SIMCLAR, INC. (Exact name of Registrant as specified in its

AMENDMENT LETTER 6 BANK OF SCOTLAND funding of SIMCLAR, INC

EXHIBIT 10.31 AMENDMENT LETTER 6 BANK OF SCOTLAND funding of $7,500,000 to SIMCLAR, INC Edinburgh 1st Floor New Uberior House 11 Earl Grey Street Edinburgh EH3 9BN For the attention of: Douglas Archibald Simclar, Inc. (formerly known as Techdyne, Inc.) Commission File No. 0-14659 2230 West 77th Street Hialeah Florida 33016 United States of America Telephone: 0131 659 1204 Fax: 0131 659 1144 25th M

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Each of the undersigned officers and directors of Simclar, Inc.

Jurisdiction of

Exhibit 21 Subsidiaries of Simclar, Inc. Subsidiaries Jurisdiction of Incorporation Percentage Owned By Registrant Simclar (Mexico) Inc. Illinois 100% Techdyne (Europe) Limited Scotland 100% Simclar Interconnect Technologies, Inc. Delaware 100% Simclar (North America), Inc. North Carolina 100% Simclar de Mexico, S.A. de C.V. Mexico 100% owned by Simclar (Mexico) Inc. Techdyne (Livingston) Limited

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 21, 2008 SIMCLAR, INC (Exact name of registrant as specifıed in its charter) Florida 0-14659 59-1709103 (State or other jurisdiction (Commission (IRS Employer of incorporation) F

Simclar, Inc. Announces Resignation of CFO, and Appointment of New CFO

Exhibit 99.1 Press Release Simclar, Inc. Announces Resignation of CFO, and Appointment of New CFO Thursday March 27, 2008 HIALEAH, FL — March 27, 2008-Simclar, Inc. (NASDAQ:SIMC - News), a multi-plant electronics contract manufacturer, announced the resignation effective March 21, 2008, of Marshall W. Griffin, Jr., as Chief Financial Officer, Treasurer and Secretary, and named Stephen P. Donnelly

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 OR o 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: 001-13924 SIMCLAR, INC. (E

Costs Associated with Exit or Disposal Activities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2007 SIMCLAR, INC. (Exact name of registrant as specifıed in its charter) Florida 001-139249 59-1709103 (State or other jurisdiction (Commission (IRS Employer of incorporat

Press Release

Exhibit 99.1 Press Release Simclar, Inc. Announces Consolidation of Metal Fabrication Operations Hialeah, FL- November 1, 2007- Simclar, Inc. (NASDAQ:SIMC), a multi-plant electronics contract manufacturer announced today that it will be consolidating its metal fabrication operations into its Matamoros, Mexico facility and that this decision will result in the discontinuance of operations at its Wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 10, 2007 SIMCLAR, INC. (Exact name of registrant as specified in its charter) Florida 001-13924 59-1709103 (State or other jurisdiction (Commission (IRS Employer of incorpora

AMENDMENT TO SERVICE AGREEMENT

Exhibit 99.1 AMENDMENT TO SERVICE AGREEMENT between SIMCLAR GROUP LIMITED, incorporated under the Companies Acts (Registered Number SC219243) and having its Registered Office at 5 Albyn Place, Edinburgh (hereinafter referred to as “Simclar”) OF THE FIRST PART and SIMCLAR INC., a Florida Corporation (hereinafter referred to as “Inc”) OF THE SECOND PART WHEREAS, Simclar and Inc. are parties to the S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 OR o 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: 001-13924 SIMCLAR, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 OR o 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: 001-13924

Press Release

Press Release Simclar, Inc. Announces Appointment of New Director Hialeah, FL- May 16, 2007- Simclar, Inc. (NasdaqCM:SIMC), a multi-plant electronics contract manufacturer, announced today the election of William J. Sim as a director and member of its audit committee, to fill a vacancy in the board of directors and audit committee created by the resignation of Patrick X. Lacchia. Mr. Sim is the Pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2007 SIMCLAR, INC. (Exact name of registrant as specifıed in its charter) Florida 001-13924 59-1709103 (State or other jurisdiction (Commission (IRS Employer of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 OR o 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: 001-13924 SIMCLAR, INC. (Exact

SCHEDULE 14C Information Required in Information Statement Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

SCHEDULE 14C Information Required in Information Statement Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Information Statement SIMCLAR, INC.

THIRD AMENDED AND RESTATED GENERAL SECURITY AGREEMENT

EXHIBIT 10.25 THIRD AMENDED AND RESTATED GENERAL SECURITY AGREEMENT THIS THIRD AMENDED AND RESTATED GENERAL SECURITY AGREEMENT dated as of February 28, 2007 (this "Agreement"), between Simclar, Inc., a Florida corporation ("Simclar"), Simclar (Mexico) Inc, a Illinois corporation ("Simclar - Mexico"), Simclar Interconnect Technologies, Inc. ("SIT"), a Delaware corporation, Simclar (North America),

POWER OF ATTORNEY

EXHIBIT 24 POWER OF ATTORNEY Each of the undersigned officers and directors of Simclar, Inc.

Jurisdiction of

EXHIBIT 21 Subsidiaries of Simclar, Inc. Subsidiaries Jurisdiction of Incorporation Percentage Owned By Registrant Simclar (Mexico) Inc. Illinois 100% Techdyne (Europe) Limited Scotland 100% Simclar Interconnect Technologies, Inc. Delaware 100% Simclar (North America), Inc. North Carolina 100% Simclar de Mexico, S.A. de C.V. Mexico 100% owned by Simclar (Mexico) Inc. Techdyne (Livingston) Limited

LEASE AGREEMENT

LEASE AGREEMENT THIS LEASE AGREEMENT (the “Lease Agreement”), made this day 28th day of December, 2006 (“Effective Date”), by and between PHILLIP A.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13924 SIMCLAR, INC. (Exact name of Registrant as specified in its

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 30, 2007 SIMCLAR, INC. (Exact name of registrant as specified in its charter) Florida 001-13924 59-1709103 (State or other jurisdiction (Commission (IRS Employer of incorporation

Source: Simclar, Inc.

Exhibit 99.1 Press Release Source: Simclar, Inc. Simclar Announces 2006 Results Friday March 30, 5:01 pm ET HIALEAH, Fla.-(BUSINESS WIRE)-Simclar, Inc. (Nasdaq:SIMC - News) today announced financial results for the fourth quarter of 2006 and for the full year that ended December 31, 2006. Results for the fourth quarter and for the full year of 2006 include the consolidated operations of Simclar, I

AMENDMENT LETTER 5 BANK OF SCOTLAND funding of SIMCLAR, INC

EXHIBIT 99.2 AMENDMENT LETTER 5 BANK OF SCOTLAND funding of $7,500,000 to SIMCLAR, INC Edinburgh 4th Floor New Uberior House 11 Earl Grey Street Edinburgh EH3 9BN For the attention of: Peter Gordon Simclar, Inc. (formerly known as Techdyne, Inc.) Commission File No. 0-14659 2230 West 77th Street Hialeah Florida 33016 United States of America Telephone: 0131 659 0846 Fax: 0131 659 0863 26 January 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 26, 2007 SIMCLAR, INC. (Exact name of registrant as specified in its charter) Florida 001-139249 59-1709103 (State or other jurisdiction of incorporation) (Commission File Numb

AMENDMENT LETTER 1 BANK OF SCOTLAND funding of SIMCLAR, INC SIMCLAR INTERCONNECT TECHNOLOGIES, INC

EXHIBIT 99.1 AMENDMENT LETTER 1 BANK OF SCOTLAND funding of $1,000,000 to SIMCLAR, INC and SIMCLAR INTERCONNECT TECHNOLOGIES, INC Edinburgh 4th Floor New Uberior House 11 Earl Grey Street Edinburgh EH3 9BN For the attention of: Peter Gordon Simclar, Inc. (formerly known as Techdyne, Inc.) Commission File No. 0-14659 2230 West 77th Street Hialeah Florida 33016 United States of America (the "Parent"

November 30, 2006

November 30, 2006 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Simclar, Inc. Form 8-K dated November 30, 2006 and we agree with the statements made. Sincerely, /s/ BATTELLE & BATTELLE LLP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 30, 2006 SIMCLAR, INC. (Exact name of registrant as specified in its charter) Florida 001-13924 59-1709103 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 OR o 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: 001-13924 SIMCLAR, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13924 SIMCLAR, INC. (Exact name of Regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 OR o 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: 001-13924 SIM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 OR o 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: 001-13924

Simclar, Inc. Consolidated Statements of Income

Simclar, Inc. Announces Results for Second Quarter 2006; Company to Restate 2005 and First Quarter 2006 Results Wednesday, October 11, 2006 Simclar, Inc. (NASDAQ:SIMC - News), a multi-plant electronics contract manufacturer, announced today that it expects to report revenue for the quarter ended June 30, 2006 of $30,520,000, net income of $790,000, and earnings per share (basic and diluted) of $0.

PORTER, WRIGHT, MORRIS & ARTHUR LLP 41 South High Street Columbus, Ohio 43215 Telephone (614) 227-2136 FAX (614) 227-2100 October 11, 2006

PORTER, WRIGHT, MORRIS & ARTHUR LLP 41 South High Street Columbus, Ohio 43215 Telephone (614) 227-2136 FAX (614) 227-2100 October 11, 2006 Via EDGAR Securities and Exchange Commission Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 23, 2006 SIMCLAR, INC. (Exact name of registrant as specified in its charter) Florida 0-14659 59-1709103 (State or other jurisdiction (Commission (IRS Employ

Simclar, Inc. Receives Notice of Potential Delisting

EX-99.1 2 v051492ex99-1.htm Exhibit 99.1 Simclar, Inc. Receives Notice of Potential Delisting Friday, August 25, 2006 Simclar, Inc. (NASDAQ:SIMC - News), a multi-plant electronics contract manufacturer, announced today that on August 23, 2006, it received a Nasdaq Staff Determination indicating that the Company fails to comply with the requirement for continued listing set forth in Nasdaq Marketpl

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 21, 2006 SIMCLAR, INC. (Exact name of registrant as specified in its charter) Florida 001-13924 59-1709103 (State or other jurisdiction (Commission (IRS Employer of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 23, 2006 SIMCLAR, INC. (Exact name of registrant as specified in its charter) Florida 0-14659 59-1709103 (State or other jurisdiction of incorporation) (Commission File Number)

Simclar, Inc. Announces Need to Restate 2005 Results Wednesday, August 23, 2006 Simclar, Inc. (NASDAQ:SIMC - News), a multi-plant electronics contract manufacturer, announced today that due to the previously reported discovery of accounting errors in

Simclar, Inc. Announces Need to Restate 2005 Results Wednesday, August 23, 2006 Simclar, Inc. (NASDAQ:SIMC - News), a multi-plant electronics contract manufacturer, announced today that due to the previously reported discovery of accounting errors in its Mexican operations during 2005, it has concluded that its financial statements for the year ended December 31, 2005 can no longer be relied upon,

PORTER, WRIGHT, MORRIS & ARTHUR LLP 41 South High Street Columbus, Ohio 43215 Telephone (614) 227-2136 FAX (614) 227-2100 August 23, 2006

PORTER, WRIGHT, MORRIS & ARTHUR LLP 41 South High Street Columbus, Ohio 43215 Telephone (614) 227-2136 FAX (614) 227-2100 August 23, 2006 Via EDGAR Securities and Exchange Commission Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 OR o 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: 0-14659 SIMCLAR, INC. (Exact n

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into this 22nd day of February 2006 by and between SIMCLAR, INC.

POWER OF ATTORNEY

POWER OF ATTORNEY Each of the undersigned officers and directors of Simclar, Inc., a Florida corporation (the “Company”), hereby appoints Barry J. Pardon and Marshall W. Griffin, Jr. as his or her true and lawful attorneys-in-fact, or either one of them individually with power to act without the other, as his or her true and lawful attorney-in-fact, in his or her name and on his or her behalf, and

LICENSE AGREEMENT

Exhibit 10.12 LICENSE AGREEMENT THIS LICENSE AGREEMENT (this “Agreement”) is made this 24th day of February, 2006, by and between Litton Systems, Inc., a Delaware corporation (hereinafter referred to as “Licensor”), Simclar, Inc., a Delaware corporation, and Simclar Interconnect Technologies Inc., a Delaware corporation (hereinafter collectively referred to as “Licensee”). RECITALS WHEREAS, Licens

SECOND AMENDED AND RESTATED GENERAL SECURITY AGREEMENT

Exhibit 10.24 SECOND AMENDED AND RESTATED GENERAL SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED GENERAL SECURITY AGREEMENT dated as of February 23, 2006 (this "Agreement"), between Simclar, Inc., a Florida corporation ("Simclar"), Simclar (Mexico) Inc, a Illinois corporation ("Simclar - Mexico"), Simclar Interconnect Technologies, Inc. ("SIT"), a Delaware corporation, Simclar De Mexico, S.A.

AMENDMENT LETTER 4 BANK OF SCOTLAND funding of SIMCLAR, INC

Exhibit 10.20 AMENDMENT LETTER 4 BANK OF SCOTLAND funding of $5,000,000 to SIMCLAR, INC 4th Floor New Uberior House 11 Earl Grey Street Edinburgh EH3 9BN For the attention of: Peter Gordon Simclar, Inc. (formerly known as Techdyne, Inc.) Commission File No. 0-14659 2230 West 77th Street Hialeah Florida 33016 United States of America Telephone: 0131 659 0846 Fax: 0131 659 0863 21 December 2005 Dear

BY-LAWS SIMCLAR, INC. Adopted January 17, 1985, and as amended April 9, 2001 ARTICLE I

Exhibit 3.2 BY-LAWS OF SIMCLAR, INC. Adopted January 17, 1985, and as amended April 9, 2001 ARTICLE I OFFICES 1.1 Registered or Statutory Office, and Agent or Clerk. The registered or statutory office of the Corporation in the state of incorporation is at 2201 West 76th Street, Hialeah, Florida. The registered, statutory or resident agent of the Corporation at such office is Mili Lamas. 1.2 Other

THE SCHEDULE DEFINITIONS AND INTERPRETATION

Exhibit 10.21 The Directors Simclar, Inc. (formerly known as Techdyne, Inc.) Commission File No. 0-14659 2230 West 77th Street Hialeah Florida 33016 United States of America (the "Parent") 4th Floor New Uberior House 11 Earl Grey Street Edinburgh EH3 9BN For the attention of: Peter Gordon The Directors Simclar Interconnect Technologies, Inc. 4811 West Kearney Street Springfield MO 65803 United Sta

Jurisdiction of

Exhibit 21 Subsidiaries of Simclar, Inc. Subsidiaries Jurisdiction of Incorporation Percentage Owned By Registrant Simclar (Mexico), Inc. Illinois 100% Techdyne (Europe) Limited Scotland 100% Simclar Interconnect Technologies, Inc. Delaware 100% Simclar (North America), Inc. North Carolina 100% Simclar de Mexico, S.A. de C.V. Mexico 100% owned by Simclar (Mexico) Inc.

THIRD AMENDED AND RESTATED PLEDGE AGREEMENT

Exhibit 10.25 THIRD AMENDED AND RESTATED PLEDGE AGREEMENT THIS THIRD AMENDED AND RESTATED PLEDGE AGREEMENT dated as of February 23, 2006 (this "Agreement"), between Simclar, Inc., a Florida corporation ("Simclar"), Simclar (Mexico) Inc, a Illinois corporation ("Simclar - Mexico") (Simclar and Simclar - Mexico shall be individually known as a "Pledgor" and collectively as the "Pledgors"), and The G

SHARE AND ASSET PURCHASE AND SALE AGREEMENT BY AND AMONG

Exhibit 10.2 Execution Copy SHARE AND ASSET PURCHASE AND SALE AGREEMENT BY AND AMONG LITTON SYSTEMS, INC., LITTON SYSTEMS INTERNATIONAL, INC., and LITTON U.K. LTD., as the Sellers and SIMCLAR GROUP LIMITED, SIMCLAR, INC., SIMCLAR INTERCONNECT TECHNOLOGIES, INC, and SIMCLAR INTERCONNECT TECHNOLOGIES LIMITED as the Buyers Dated as of December 21, 2005 SHARE AND ASSET PURCHASE AND SALE AGREEMENT THIS

TRANSITION SERVICES AGREEMENT

Exhibit 10.13 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT, dated as of February 24, 2006 (this “Agreement”), by and among LITTON SYSTEMS, INC., a Delaware corporation, (“Seller”), and Simclar, Inc., a Florida corporation, and its wholly-owned subsidiary Simclar Interconnect Technologies, Inc., a Delaware corporation (each a “Buyer” and collectively, the “Buyers”). WHEREAS, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Back to Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FIRST AMENDMENT TO THE SHARE AND ASSET PURCHASE AND SALE AGREEMENT

Exhibit 10.3 FIRST AMENDMENT TO THE SHARE AND ASSET PURCHASE AND SALE AGREEMENT This First Amendment (this “Amendment”) to the Share and Asset Purchase and Sale Agreement, dated as of December 21, 2005 (the “Purchase Agreement”), is made as of this 24th day of February, 2006 by and among Litton Systems, Inc., Litton Systems International, Inc., and Litton U.K. Limited (each a “Seller” and, collect

SCHEDULE 14C INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

BP - x2-54216 - Simclar, Inc. - SC 14C SCHEDULE 14C INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) ¨ Preliminary Information Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2) ý Definitive Information Statement SIMCLAR, INC. (Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Unassociated Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Unassociated Document FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Press Release

Exhibit 99.1 Press Release Simclar, Inc. Announces Appointment of Three New Directors Hialeah, FL- September 7th, 2004- Simclar, Inc. (NASDAQ:SIMC), a multi-plant electronics contract manufacturer announced today the election of three new directors, and the departure of two directors. On September 1, 2004, Thomas Foggo and Kenneth Greenhalgh resigned from the board of directors of Simclar, Inc. (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Unassociated Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 OR o 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 0-14659 SIMCLAR, INC.