According to one embodiment of the invention, a method of forming a system-in-a-package includes providing a first substrate, coupling a first die to a top surface of the first substrate, coupling one or more surface mount devices to a top surface of a second substrate, coupling the second substrate to a top surface of the first die, interconnecting the first substrate, the second substrate, and the first die, and encapsulating the first die, the second substrate and the surface mount devices.